Payment of Certain Obligations. The Borrower shall, subject to the deferral of the payment of Interest and Costs permitted by Section 2.4.3 and 2.5.2.5, respectively, have paid to the Bank all Interest and Costs payable to and/or incurred by the Bank through the Drawdown Date.
Payment of Certain Obligations. Pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material tax liabilities, assessments and governmental charges (other than Indebtedness) or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves if and to the extent required in accordance with GAAP are being maintained by the Parent, the Borrower or such Subsidiary.
Payment of Certain Obligations. Seller shall have delivered to Purchaser or caused Susanville to have delivered to Purchaser evidence, reasonably satisfactory to Purchaser, that all municipal tax and lease payments have been paid in full.
Payment of Certain Obligations. Borrower shall and shall cause each of its Subsidiaries to pay and discharge prior to delinquency all material tax liabilities, assessments and governmental charges or levies upon their respective properties, unless the same are being contested in good faith by appropriate proceedings timely instituted and diligently conducted by the applicable Person and such Person has set aside adequate reserves, if any, on its financial statements in accordance with GAAP.
Payment of Certain Obligations. Each of the Borrowers and the other Loan Parties shall, and shall cause each of the Restricted Subsidiaries of Borrowers to pay and discharge prior to delinquency all Tax liabilities, assessments and governmental charges or levies upon their respective properties, unless (a) the same are being contested in good faith by appropriate proceedings timely instituted and diligently conducted by the applicable Person and such Person has set aside adequate reserves, if any, on its financial statements in accordance with GAAP and (b) no Lien has been filed with respect to such liabilities, assessments and governmental charges or levies.
Payment of Certain Obligations. (a) With respect to Permitted Subordinated Indebtedness, pay any (i) principal (including sinking fund payments) other than principal payments permitted pursuant to clause (iii)(x) of the definition of Permitted Subordinated Indebtedness, or any other amount (other than, subject to clause (ii) below, scheduled interest payments) with respect to any such Indebtedness, or purchase or redeem (or offer to purchase or redeem) any such Indebtedness, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any such Indebtedness will be paid when due or otherwise to provide for the defeasance of any such Indebtedness, or (ii) scheduled interest on any such Indebtedness if the payment thereof is then prohibited under the terms of the subordination provisions governing such Indebtedness; or
(b) With respect to the Xxxxxxxxx/Xxxx Indebtedness, unless paid from funds arising from the issuance of equity securities, pay any principal amount or any other amount (other than scheduled interest payments that do not exceed 9.00% per annum) with respect to such Indebtedness unless Borrower complies in all respects with Section 3.1(f); or
(c) With respect to Indebtedness which does not consist of Permitted Subordinated Indebtedness or the Xxxxxxxxx/Xxxx Indebtedness, make any payment of principal or interest on any such Indebtedness prior to the date when due and payable, or amend the terms of any such Indebtedness to accelerate the date upon which any principal or interest thereof is due and payable, except the Indebtedness evidenced by the Notes, if a Default or Event of Default then exists or would result therefrom.
Payment of Certain Obligations. Within fifteen (15) days after Closing, unless required sooner by applicable Legal Requirement or policy of the Parent, EnStructure or the Seller, the Parent shall pay, or cause to be paid, the following obligations in full so that no such obligations exist as of the effective time of the Closing: (i) all of Seller’s non-trade accounts payable, including, but not limited to, non-trade accounts payable related to payroll, employee benefits, union benefits and contributions under any Plan, (ii) all of Seller’s employee taxes related to the period prior to and including the Closing Date, (iii) all bonuses, including project bonuses, payable to the employees of the Seller attributable to such employee’s work or employment prior to and including the Closing Date, whether or not accrued on the books of the Seller, and (iv) the cash value of all vacation days which have been earned by the employees of the Seller and remain outstanding as of the Closing Date, whether or not accrued on the books of the Seller.
Payment of Certain Obligations. (a) AWA shall provide AWA Sub, and AWA and AWA Sub shall provide Bermuda, with sufficient funds to meet its statutory and other ordinary course obligations.
(b) PDC shall provide PDC Sub with sufficient funds to meet its statutory and other ordinary course obligations.
Payment of Certain Obligations. Each Loan Party and each Subsidiary of each Loan Party will pay in full before delinquency or before the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or Tax is the subject of a Permitted Protest. Each Loan Party and each Subsidiary of each Loan Party will: (a) timely and correctly file all Tax Returns required to be filed by it; and (b) withhold, collect and remit all Taxes that it is required to collect, withhold or remit.
Payment of Certain Obligations. (a) Immediately prior to the Closing, the Company shall make the following payments:
(i) The Company shall pay the respective amounts of equity set out on Annex B hereto (the “Equity Payments”) to the individuals listed thereon (the “Equity Participants”), less all applicable withholding amounts, in full satisfaction of the equity award amounts payable pursuant to the agreements listed on Annex B hereto, as the same have been amended, supplemented or otherwise modified (the “Equity Agreements”). Subject to the following sentence, the Seller Parties will ensure that the Equity Agreements are terminated as of the Closing Date, that the Company has no further obligations thereunder and that the Equity Participants acknowledge in writing the full satisfaction of all obligations of the Company under the Equity Agreements and the termination of the Equity Agreements. Notwithstanding the foregoing sentence, with respect to those Equity Agreements identified on Annex B which by their terms provide for payment of a cash bonus upon a Change of Control (as defined therein), each of which is identified as such on Annex B (the “Cash Bonus Equity Agreements”), the Company’s obligation to make the remaining two annual cash bonus payments under the terms of Sections 2.2(b) and 2.2(c) of the Cash Bonus Equity Agreements (each consisting of one-third (1/3) of the total amount of cash bonus) following the Closing shall survive the Closing, subject to the conditions specified in the Cash Bonus Equity Agreements.
(ii) The Company shall pay the respective amounts set out on Annex C hereto (the “Bonus Payments”) to the individuals listed thereon (the “Bonus Participants”), less all applicable withholding amounts. The Significant Shareholders will ensure that the Bonus Participants acknowledge in writing the receipt of the Bonus Payments and that no entity in the Company Group has any further obligations to the Bonus Participants as a result of the consummation of the transactions contemplated by this Agreement.
(iii) The Company shall pay to the Bank (as defined below) by wire transfer in immediately available funds an amount equal to the lesser of (1) the total amount of available cash held by the “Company Group” (as defined in Section 2.1(b)(i)) (after reductions, without duplication, for the payments made, and the amounts withheld, pursuant to Sections 1.4(a)(i) and 1.4(a)(ii), for the cash in the “Reserve Account” (as defined in Section 4.1(n)) and for the cash (approximatel...
