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. 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. (a) No later than three Business Days prior to the Closing, the Company will deliver or shall cause to be delivered to Buyer:
(i) a payoff letter from each holder of any Indebtedness, which letter shall specify the aggregate amount required to be paid in order to repay in full the Indebtedness related to such payoff letter (including any and all accrued but unpaid interest and prepayment penalty obligations and breakage costs due upon repayment) and payment instructions on the projected Closing Date, as well as the per diem amount to be added thereto in the event that the actual Closing Date is a date subsequent to the projected Closing Date. Each such payoff letter shall be in a form reasonably satisfactory to Buyer and will include customary undertakings to release in full, upon payment of the amounts set forth in such payoff letters, all Encumbrances securing the Indebtedness related to such payoff letter and to promptly prepare and file with the appropriate governmental and other offices such instruments as may be required to effect or evidence such release; and
(ii) invoices or other documents reasonably satisfactory to Buyer detailing the Transaction Expenses.
(b) The Company and the Shareholders acknowledge that the Indebtedness and the Transaction Expenses are obligations of the Company or the Shareholders incurred on or before the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Buyer or Merger Sub. Payment of such Indebtedness and Transaction Expenses by Buyer on behalf of the Company or the Shareholders on the Closing Date is being made for convenience only and the amounts of such payments are included as reductions in the calculation of the Preliminary Merger Consideration and the Final Merger Consideration in accordance with Section 2.2(a).
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.
(b) On the Closing Date, after the Effective Time, Parent and the Surviving Corporation will repay, each item of Indebtedness set forth on Section 1.14(b) of the Company Disclosure Letter and all unpaid Transaction Expenses. In order to facilitate such repayment, prior to the Closing Date, the Company shall obtain customary payoff letters, including final invoices, from all vendors and other parties to whom Transaction Expenses are owed, and payoff letters from the lenders of such Indebtedness, which payoff letters shall be reasonably satisfactory to Parent.
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).
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, 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) Concurrently with the Closing, Buyer, on behalf of the Company, shall pay or cause to be paid, by means of wire transfer of immediately available funds, the Closing Indebtedness Payment, in accordance with the terms set forth in the Payoff Letters and the Indebtedness Schedule, such payment to be made by the Buyer either to the account set under the Payoff Letter or to an account designated by the Paying Agent (as elected by the Buyer) for further distribution by the Paying Agent in accordance with the Payoff Letters. For the avoidance of doubt, the Closing Indebtedness Payment shall not decrease the Closing Date Indebtedness.
(b) Concurrently with the Closing, Buyer, on behalf of the Company, may elect to pay or cause to be paid, by means of wire transfer of immediately available funds, the portion of the Closing Date Transaction Expenses set under Schedule 2.5(b) (which shall be provided to the Buyer by no later than 7 Business Days prior to the Closing Date and shall be reasonably confirmed by the Buyer) (the “Transaction Expenses Schedule” and the Closing Date Transaction Expenses set forth on the Transaction Expenses Schedule, the “Closing Transaction Expenses Payment”) to an account designated by the Paying Agent for further distribution by the Paying Agent in accordance with the Transaction Expenses Schedule. For the avoidance of doubt, such Closing Transaction Expenses Payment shall not decrease the Closing Date Transaction Expenses.
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. Any Indebtedness or Transaction Expenses that are not deducted from the Purchase Price pursuant to Section 2.2(a)(i) and Section 2.2(a)(ii) shall be promptly paid by the Seller. In the event that the Seller is unable to pay such non-deducted Indebtedness or Transaction Expenses, the Members, on a several (in proportion to their percentage ownership interest in the Seller as set forth on the signature page hereto) but not on a joint basis, shall pay such non-deducted Indebtedness or Transaction Expenses.
