Payment of Indebtedness and Transaction Expenses. At the Effective Time, Parent and Merger Sub shall cause (i) all outstanding Indebtedness of the Company and the Company Subsidiaries listed on Section 2.15 of the Company Disclosure Schedules to be paid off and/or terminated and (ii) all transaction expenses of the Company to be paid in full (which, for the avoidance of doubt, shall not be duplicative of any amounts paid pursuant to Section 2.15(i)).
Payment of Indebtedness and Transaction Expenses. At the Closing, Buyer shall pay or cause to be paid on behalf of Seller, and the Acquired Companies, (i) the Estimated Indebtedness that is Payoff Indebtedness to the lenders named in the applicable Payoff Letter and (ii) the Estimated Transaction Expenses (other than the Transaction Bonuses and Transaction Bonus Tax Amounts) to the obligees thereof named in the Estimated Closing Statement.
Payment of Indebtedness and Transaction Expenses. At the Closing, the Purchaser shall, on behalf of the Corporation, pay from the Estimated Cash Consideration, the Estimated Indebtedness and Estimated Transaction Expenses, if any, identified on the Estimated Closing Statement (which Estimated Indebtedness and Estimated Transaction Expenses shall, for the avoidance of doubt, be taken into account in determining the Estimated Cash Consideration) to the extent not paid by the Corporation prior to the Closing, to the account or accounts specified in payoff letter(s) with respect to such Estimated Indebtedness or Estimated Transaction Expenses, as applicable, in form and substance reasonably satisfactory to the Purchaser.
Payment of Indebtedness and Transaction Expenses. Purchaser shall pay, or shall deposit with the Paying Agent and cause to be paid, on behalf of the Company, (A) on the Closing Date, to such accounts designated in any payoff letters or invoices delivered by the Company to Purchaser pursuant to Section 6.10, the amounts set forth in such payoff letters or invoices and (B) on the Business Day following the Closing Date, to each Change of Control Bonus Recipient who is a Continuing Employee or Required Employee (each, a “Continuing Employee Change of Control Bonus Recipients”), the amount payable to him or her in accordance with Exhibit K (provided that such Continuing Employee Change of Control Bonus Recipient shall have provided Purchaser with his or her latest W-4 and bank information for receipt of his or her Change of Control Bonus at least five Business Days prior to the Closing Date), in each case by wire transfer of immediately available funds; provided, that, Purchaser shall cause an amount equal to the Change of Control Bonuses payable to Xxxx Xxxxxx and Xxxxx Xxxxxx in accordance with Exhibit K to be paid to PSGSS on the Closing Date and the Class A Holder shall cause PSGSS to pay Xxxx Xxxxxx and Xxxxx Xxxxxx their Change of Control Bonuses in accordance with Exhibit K through PSGSS’s payroll on the first Business Day following the Closing;
Payment of Indebtedness and Transaction Expenses. At the Closing, via wire transfer of immediately available funds, Buyer shall pay, or cause to be paid, on behalf of the Company and the Subsidiaries, to each Person identified on the Closing Notice an amount equal to the Escrow Amount, Indebtedness, or Transaction Expenses set forth opposite such Person’s name (which shall include the Company’s payroll provider, with respect to the amount described in clause (b) of the definition of Transaction Expenses).
Payment of Indebtedness and Transaction Expenses. (a) At or prior to Closing, the Company shall make the payments set forth on Section 1.14(a) of the Company Disclosure Letter in accordance with the terms set forth on such schedule, each of which shall constitute a Transaction Expense.
Payment of Indebtedness and Transaction Expenses. (a) No later than three Business Days prior to the Closing, the Company will deliver or shall cause to be delivered to Buyer:
Payment of Indebtedness and Transaction Expenses. At the Closing, Buyer shall, on behalf of Seller and the Acquired Companies, pay (i) the Indebtedness reflected in the Closing Schedule to the lenders named therein in accordance with the instructions set forth therein and (ii) the Transaction Expenses reflected in the Closing Schedule to the obligees thereof in accordance with the instructions set forth therein.
Payment of Indebtedness and Transaction Expenses. Immediately after the Closing, Buyer will pay (or will cause the Company to pay) (a) in full, all indebtedness for borrowed money of the Company to HIS Holding, The Value Realization Fund, L.P., Canyon Value Realization Fund (Cayman), Ltd., GRS Partners, II, and CPI Securities, L.P. consistent with the schedules of such indebtedness provided in accordance with Section 2.8(b)(i)(N), and (b) to the extent the same do not exceed $100,000, any Transaction Expenses that are payable and remain unpaid as of the Closing Date.
Payment of Indebtedness and Transaction Expenses. At the Closing, Buyer shall pay on behalf of the Company to the Persons specified in Schedule 2.2(d), the Closing Date Indebtedness (other than the Remaining Indebtedness) and the Transaction Expenses, in the amounts set forth on Schedule 2.2(d).
