Payment of Company Obligations Sample Clauses

Payment of Company Obligations. On the Closing Date, the Company shall transfer to Seller, and Seller shall assume all responsibility for the payment in accordance with their terms and consistent with the Company’s past practice, of the following pre-Closing obligations: (a) any debt, debt equivalents, interest-bearing liabilities, accounts payable that bear interest, and any principal, accrued interest, prepayment penalties or premiums (if any) relating thereto and any other long-term liabilities or obligations of the Company (excluding capital leases) as of the Closing Date (the “Pre-Closing Debt”); (b) all outstanding checks and similar obligations of the Company as of the Closing Date (the “Pre-Closing Checks”); (c) all costs and expenses related to employee salaries, wages, benefits and claims incurred by the Company prior to the Closing, all employee bonuses incurred by the Company prior to the Closing, (d) all sales and use taxes owed by the Company with respect to the period prior to the Closing, (e) all fees and expenses relating to that certain Tax Sharing Agreement with D’Arcy & Associates, Inc., (f) all professional fees incurred by the Company prior to the Closing including, but not limited to, fees incurred by the Company for its property tax consultant prior to the Closing, (g) all accrued sales returns, (subparagraphs (c) through (g) hereof are collectively referred to as the “Assumed Accrued Liabilities”) and (h) any trade payables or other accounts payable of the Company as of the Closing Date (the “Pre-Closing Payables”). Seller covenants and agrees to pay the Pre-Closing Debt, the Pre-Closing Checks, the Assumed Accrued Liabilities and the Pre-Closing Payables in accordance with their terms and consistent with the Company’s past practice.
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Payment of Company Obligations. (a) Except as permitted by Section 2(b), Aura and the Company agree that during the period commencing on the date hereof and ending on the 545th day after the date hereof, the Company may only pay Company Obligations due to Aura or any Aura Affiliate from the Company's Net Operating Cashflow, if any, in any calendar month and no other source of funds may be used by the Company to pay Company Obligations. Aura agrees that it will not accelerate, commence any legal action or take any other action to compel payment by the Company of any Company Obligations if the Company's failure to pay any amount of Company Obligations when due results from insufficient Net Operating Cashflow in any calendar month. After the date hereof, Aura shall not transfer, assign or pledge any Company Obligations unless each such Aura Transferee agrees in writing to be bound by this Section 2. Within two Business Days after the end of each calendar month while this Section 2(a) is applicable, the Company shall deliver to each Holder a compliance certificate in the form of Exhibit A attached hereto.
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Payment of Company Obligations. Any and all debts, liabilities or obligations of the Company, whether or not such obligations are due at the time of Closing including, without limitation: (i) the liabilities set forth on Schedule 2.8 hereto ("Scheduled Liabilities"), (ii) any and all liabilities and obligations of the Company incurred by the Company through and including the date of Closing which are not included in the Scheduled Liabilities, (iii) any Taxes payable under the 2006 Tax Returns, as defined below, (iv) any payments required under the Settlement Agreements, and (v) any costs and expenses incurred by the Company in connection with the transactions contemplated hereunder (including, without limitation, all costs and expenses related to the preparation, filing and mailing of the Information Statement, as defined below) (collectively, the "Company Closing Obligations"), shall be paid at the Closing from the proceeds of the Purchase Price deposited in the Escrow Account. The Company shall prepare a disbursement schedule identifying each Company Closing Obligation, the name of the payee and the amount of each obligation, together with supporting invoices thereof ("Disbursement Schedule") and shall, at least three (3) days prior to the Closing, deliver the same to the Buyer for its approval and acceptance (with a final copy thereof delivered to the Escrow Agent).
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Payment of Company Obligations. As of the Closing or as promptly as practicable thereafter (and, in any event, no later than five (5) Business Days after the Effective Time or as of the date otherwise set forth in Schedule 5.11), Parent or the Surviving Corporation shall make payment of the Transaction Expenses of the Company and all outstanding liabilities of the Company set forth on Schedule 5.11.
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Payment of Company Obligations. Any and all debts, liabilities or obligations of the Company, whether or not such obligations are due at the time of Closing including, without limitation: (i) the Scheduled Liabilities and the Consulting Fee, (ii) the consideration payable to the Principals under and pursuant to the terms of the Indemnity Agreement, (iii) any and all liabilities and obligations of the Company incurred by the Company through and including the date of Closing which are not included in the Scheduled Liabilities, (iv) any Taxes payable under the 2006 Tax Returns, as defined below (including any Taxes, fees and costs associated with the surrender of any certificate of authority to do business as a foreign corporation), and (v) any costs and expenses incurred by the Company in connection with the transactions contemplated hereunder (including, without limitation, all costs and expenses related to the preparation, filing and mailing of the Information Statement, as defined below) (collectively, the “Company Closing Obligations”), shall be paid at the Closing from the $564,000 of the Purchase Price deposited in escrow. The Company shall prepare a disbursement schedule identifying each Company Closing Obligation, the name of the payee and the amount of each obligation (“Disbursement Schedule”) and shall, at least three (3) days prior to the Closing, deliver the same to the Buyer for its approval and acceptance (with a final copy thereof delivered to the Escrow Agent).
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Payment of Company Obligations. Immediately prior to the Effective Time and provided that all conditions to Acquiror's obligation to effect the Merger set forth in Sections 6.1 and 6.3 have been satisfied or waived, Acquiror shall contribute sufficient funds to the Company, and the Company shall utilize such funds, for the repayment in full of the obligations of the Company listed in Section 6.2(c).
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Payment of Company Obligations. The Acquiror shall have satisfied the Company that, immediately prior to the Effective Time, Acquiror will contribute sufficient funds to the Company for the Company to repay in full the obligations of the Company under the following agreements:
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Related to Payment of Company Obligations

  • Company Obligations The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 3.3(d) herein.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Payment of Financial Obligations The payment or provision to the Executive by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement shall be allocated among the Operating Partnership, the REIT and any subsidiary or affiliate thereof in such manner as such entities determine in order to reflect the services provided by the Executive to such entities; provided, however, that the Operating Partnership and the REIT shall be jointly and severally liable for such obligations.

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • Obligations Absolute The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

  • Company Obligations upon Termination Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any expense reimbursements owed to Executive pursuant to Section 2(e); and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described in this Section 3(c) or Section 4, as applicable.

  • RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS TCI shall use reasonable efforts, including offering its own guarantee, to have the Stockholders released from any and all guarantees of the Company's indebtedness identified on Schedule 10.1. In the event that TCI cannot obtain such releases from the lenders of any such guaranteed indebtedness identified on Schedule 10.1 on or prior to 60 days subsequent to the Funding and Consummation Date, TCI shall promptly pay off or otherwise refinance or retire such indebtedness. TCI shall indemnify the Stockholders against, and shall promptly reimburse the Stockholders for, any amounts which the Stockholders are obligated to pay under any such guarantees listed on Schedule 10.1, and shall be subrogated to any rights of the Stockholders accruing as a result of any such payments by the Stockholders.

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