PAYMENT OF FUNDED INDEBTEDNESS AND CAPITAL LEASES Sample Clauses

PAYMENT OF FUNDED INDEBTEDNESS AND CAPITAL LEASES. (a) On the Closing Date, the Company shall direct the Lenders to deliver to the holders of Funded Indebtedness and Capital Lease Obligations (subject to SECTION 1.7(b) below) an amount sufficient to repay all Funded Indebtedness and Capital Lease Obligations outstanding as of the Closing Date, with the result that immediately following the Closing there will be no further monetary obligations of the Company or any Subsidiary with respect to any Funded Indebtedness or Capital Lease Obligations outstanding immediately prior to the Closing. On the Closing Date, the Company will deliver to the Buyer and such Lenders customary pay-off letters from all holders of Funded Indebtedness and Capital Lease Obligations in form and substance satisfactory to such Lenders, and make arrangements satisfactory to such Lenders for such holders to provide to such Lenders recordable form mortgage and lien releases, canceled notes, trademark and patent assignments and other documents requested by such Lenders simultaneously with or promptly following the Closing. The Buyer and the Company may agree that the Company may pay off any Funded Indebtedness or Capital Lease Obligations with any cash or cash equivalents available to the Company on the Closing Date.
Sample 1
AutoNDA by SimpleDocs
PAYMENT OF FUNDED INDEBTEDNESS AND CAPITAL LEASES. (a) On the Closing Date, the Purchaser shall cause the lenders who will be providing the financing for the transactions contemplated hereby to deliver, on behalf of the Company, to the holders of Funded Indebtedness and Capital Lease Obligations (subject to SECTION 3.3(b)) an amount sufficient to repay all Funded Indebtedness and Capital Lease Obligations outstanding as of the Closing Date, with the result that immediately following the Closing there will be no further monetary obligations of the Company with respect to any Funded Indebtedness or Capital Lease Obligations outstanding immediately prior to the Closing. On the Closing Date, the Company will provide the Purchaser and such lenders with customary pay-off letters from all holders of Funded Indebtedness and Capital Lease Obligations in form and substance satisfactory to the Purchaser, and make arrangements satisfactory to the Purchaser for such holders to provide to the Purchaser recordable form mortgage and lien releases, canceled notes, trademark and patent assignments and other documents requested by the Purchaser simultaneously with or promptly following the Closing. ` (b) In the event that the Purchaser and the Company mutually agree to not pay off one or more Capital Lease Obligations at the Closing, then such Capital Lease Obligation(s) shall not be paid off, and the aggregate amount required to pay off such Capital Lease Obligation(s) as of the Closing Date shall be used to decrease the purchase price and determine the Closing Consideration pursuant to the provisions of SECTION 3.1.
Sample 1
PAYMENT OF FUNDED INDEBTEDNESS AND CAPITAL LEASES. (a) On the Closing Date, the Buyer shall, or shall cause its lenders to deliver to the holders of Funded Indebtedness, Capital Lease Obligations and Preferred Stock, an amount sufficient to repay all Funded Indebtedness and Capital Lease Obligations outstanding as of the Closing Date and also the Preferred Redemption Amount, with the result that immediately following the Closing there will be no further monetary obligations of Holding or the Company with respect to any Funded Indebtedness, Capital Lease Obligations or Preferred Stock outstanding immediately prior to the Closing. On the Closing Date, the Company will provide the Buyer and such lenders with customary pay-off letters from all holders of Funded Indebtedness and Capital Lease Obligations in form and substance reasonably satisfactory to the Buyer, and make arrangements reasonably satisfactory to the Buyer for such holders to provide to the Buyer recordable form mortgage and lien releases, canceled notes, trademark and patent assignments and other documents requested by the Buyer simultaneously with or promptly following the Closing.
Sample 1

Related to PAYMENT OF FUNDED INDEBTEDNESS AND CAPITAL LEASES

  • Funded Indebtedness 2 GAAP............................................................ 6

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Indebtedness and Cash Flow Covenants The Borrower on a consolidated basis with its Subsidiaries shall not permit:

  • Indebtedness and Contingent Obligations As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

  • Existing Indebtedness; Future Liens (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of the dates specified in such Schedule (and specifying, as to each such Indebtedness, the collateral, if any, securing such Indebtedness), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • Indebtedness and Guaranty Obligations Create, incur or assume any Indebtedness or Guaranty Obligation except:

  • Permitted Indebtedness Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

  • Investments; Indebtedness Virata shall not, and shall not permit ------------------------- any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Virata or a Subsidiary of Virata to or in Virata or any Subsidiary of Virata, (B) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to Virata and its Subsidiaries taken together as a whole (provided that none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Virata or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing.

  • Prepayments of Indebtedness, etc If any Default or Event of Default exists, the Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, or (b) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness.

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

Time is Money Join Law Insider Premium to draft better contracts faster.