Payment of Company Debt. At or immediately following the Effective Time, the Buyer shall, or shall cause the Surviving Corporation, to pay the Company Debt Payoff Amount set forth on the Allocation Certificate to the applicable third parties.
Payment of Company Debt. At the Closing, Parent, on behalf of the Company, shall cause the Purchaser to pay to, and the Purchaser shall pay to: (i) Greglo Holdings Limited Partnership, a Nevada limited partnership (“Greglo”), an amount in cash equal to the then–outstanding principal amount and then accrued but unpaid interest on that certain Promissory Note, dated as of October 10, 2006, made by the Company to Greglo (the “Greglo Debt”), (ii) Xxx Xxxxxxx, an amount in cash equal to the then–outstanding principal amount and then accrued but unpaid interest on the unsecured loan originally made by Xxx Xxxxxxx to the Company on or about March 14, 2001 and in the principal amount of $478,916.60 as of the date hereof (the “Arnette Debt”), (iii) The CIT Group/Commercial Services, Inc., a New York corporation (“CIT”), an amount in cash equal to the then–outstanding amounts owed by the Company to CIT under the Company’s credit facility (the “CIT Debt”), and (iv) the Persons (the “Other Creditors”) owed the indebtedness for borrowed money (or payments for other obligations) as set forth on Section 2.3 of the Company Disclosure Schedule, an amount in cash equal to the then–outstanding amounts owed by the Company to such Other Creditors under such indebtedness (or other obligations) as set forth thereon (the “Other Debt”, and together with the Greglo Debt, the Arnette Debt and the CIT Debt, the “Company Debt”), in each case by wire transfer of immediately available funds in United States Dollars to the account or accounts designated in writing by the Members’ Representative.
Payment of Company Debt. Buyer shall pay any amounts withheld from the Initial Purchase Price pursuant to 2.7(b)(i) herein to the Company's debt holders of the Company Debt on behalf of the Company in cash.
Payment of Company Debt. At the Closing, Macrovision shall wire (i) $254,716 to an account previously designated in writing by the Company, which payment shall be in full satisfaction of the Company’s outstanding indebtedness to Xx. Xxx Xxxxxx and (ii) an amount equal to the Controlling Stockholder Debt to an account previously designated in writing by the Company, which payment shall be in full satisfaction of the Company’s outstanding indebtedness to the Controlling Stockholder. Such amounts shall be certified by each of Xx. Xxxxxx and the Controlling Stockholder, as applicable, in advance of the Closing as the total amounts due by the Company in full satisfaction of all outstanding indebtedness of the Company to each such entity.
Payment of Company Debt. TRWC shall have received satisfactory evidence of the payment in full of all Company Debt.
Payment of Company Debt. Buyer shall, or shall cause the Company to, pay the respective amounts withheld from the Initial Purchase Price pursuant to Section 2.7(a)(i) herein to the holders of the Company Debt in cash, on behalf of the Company, at Closing.
Payment of Company Debt. A. The Company shall cause its transfer agent to issue to the Service Provider, in the name of Dxxxx X. Xxxxx, a certificate representing Two Million Five Hundred Thousand (2,500,000) shares of the Company’s common stock (the “Payment Shares”) in full and complete satisfaction of the Company Debt. Schedule A attached hereto sets forth the Company Debt and the dates of its accrual. The Company shall cause the issuance of an additional certificate, representing 1,000,000 of the Payment Shares as soon as practicable and the Service Provider hereby acknowledges his receipt of a certificate, representing 1,500,000 of the Payment Shares.
B. In further consideration of the Service Provider accepting the Payment Shares as full payment of the Company Debt, the Company shall cause its Counsel to prepare and file a Form S-8 registration statement, registering the Payment Shares for resale under the Securities Act of 1933, as amended, with all costs and fees paid by the Company. Service Provider hereby agrees to cooperate with the Company in the preparation and filing of the registration statement.
Payment of Company Debt. Parent shall have received a payoff letter from Xxxxx Fargo Bank, National Association evidencing the amount of Indebtedness owed as of the Closing Date and including wire instructions for the repayment of such Indebtedness by Parent on the Closing Date; provided that such amount, if repaid by Parent on the Closing Date, shall be considered Company Debt of the Company on the Closing Date for purposes of the definition of “Merger Consideration.”
Payment of Company Debt. On the date this Agreement is executed, Buyer has paid Jox Xxxxxxxxxxx (“JD”) seventy-five thousand Dollars ($75,000) on behalf of the Company, in partial payment (the “First Payment”) of the One Hundred Twenty-Seven Thousand Three Hundred and Four Dollars ($127,304) debt owed by the Company to JD. At the Closing, Buyer shall pay JD the remaining fifty-two thousand three hundred four Dollars ($52,304) on behalf of the Company (the “Second Payment”). The First Payment shall be non-refundable, even in the event the Closing does not occur.
Payment of Company Debt. If Buyer or Sub has assumed any Company debts that are subject to the deduction timing rules of Code Section 404, and they are due within the payment period specified in such section following the Closing Date, Buyer or Sub, as applicable, will pay them in a timely manner pursuant to such Code section in order to ensure an allowable income Tax deduction to the Company as of the Closing Date. If Buyer or Sub elects to exercise the prepayment option pursuant to the Company's 2002 Long Term Executive Compensation Plan, such payment(s) will be subject to the previous sentence. Buyer will notify the Company in writing when an assumed liability subject to the deduction timing rules of Code Section 404 has been paid.
