Payment of Company Obligations Sample Clauses

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. (b) Notwithstanding the restrictions in Section 2(a), if the Company receives net proceeds from (i) a secured, non-convertible debt refinancing by a third party institutional lender after deducting all amounts required to pay off the Indebtedness being refinanced, up to $3,000,000 of such proceeds may be used to pay Company Obligations or (ii) an unsecured, non-convertible debt refinancing by a third party institutional lender after deducting all amounts required to pay off the Indebtedness being refinanced, all of such proceeds may be used to pay Company Obligations.
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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. 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 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. 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: (i) the Amended and Restated Credit Agreement, dated as of October 6, 1995, as further amended, among the Company and its subsidiaries, the Chase Manhattan Bank, N.A., as Agent, and the banks signatories thereto; (ii) the Credit Agreement, dated as of October 6, 1995, as amended, among the Company and its subsidiaries and Fleet Bank, National Association; (iii) the Receivables Purchase and Servicing Agreement, dated as of November 5, 1993, as amended, by and among the Company and its subsidiaries (including U.S. HomeCare Funding Corporation) and The Chase Manhattan Bank, N.A.; and (iv) the Settlement Agreement, dated as of November 27, 1996, between the Company and Xxxxxx X. Xxxx, Xxxx Health Management Services, Inc. and Home Infusion Pharmaceutical Services, Inc.
Sample 1
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Related to Payment of Company Obligations

  • Company Obligations The Company agrees: (a) that until such time as Remus Capital no longer meets the Remus Minimum Ownership Threshold, and provided that the Remus Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Remus Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (b) that until such time as Xxxxxxxx Xxxx no longer meets the Gaur Minimum Ownership Threshold, and provided that the Gaur Independent Nominee is able and willing to continue to serve on the Board, the Company will include each applicable Gaur Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (c) that until such time as RTW no longer meets the RTW Designation Condition, and provided that the RTW Designated Director is able and willing to continue to serve on the Board, the Company will include each applicable RTW Designated Director as a Company Independent Nominee in the Company’s slate of director nominees to stand for election to the Board at any meeting of Company stockholders at which directors are to be elected; (d) to recommend, support and solicit proxies for each such Gaur Independent Nominee, Remus Independent Nominee or RTW Designated Director as a Company Independent Nominee, in each such case, in substantially the same manner as it recommends, supports and solicits proxies for any other members of such slate of director nominees; (e) to cause to be nominated a lead Independent Director (the “Lead INED”) of the Board, who shall serve at all times as chair or co-chair of the Board, and who initially shall be Xxxx Xxxxxx. The Company shall cause the Lead INED to be nominated as the Sponsor Nominee; and (f) from time to time and at all times on or prior to the second (2nd) anniversary of the Closings (as defined in the Business Combination Agreement), to cause Xxxx Xxxxxx to be the Lead INED; provided, that, at the time when such annual or special meeting of stockholders at which an election of directors is held or at the time when such written consent of the stockholders to elect one or more directors is entered into, Xxxx Xxxxxx (i) has not refused and continues to refuse to stand for re-election, (ii) is not unable to discharge the duties of the Lead INED due to death or incapacity or (iii) is not ineligible to serve as the Lead INED.

  • 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 will be absolute and unconditional, and will 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 will be paid without notice or demand. Each and every payment made hereunder by the Company will 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 reasons whatsoever. The Executive will 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 will 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 Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • 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: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

  • Control and Payment of Subordinates; Independent Contractor The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

  • Non-Payment of Obligations Borrower shall default in the payment or prepayment when due of any principal of any Loan, or Borrower shall default (and such default shall continue unremedied for a period of five (5) Business Days) in the payment when due of any interest, fee or of any other obligation hereunder.

  • Litigation and Contingent Obligations There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

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