Payments at Closing for Indebtedness. As of the Closing Date, Parent shall repay, by wire transfer of immediately available funds, all indebtedness then outstanding under those certain agreements, instruments, and facilities entered into by and among the Company and various lending institutions, all of such agreements, instruments and facilities being as described on Schedule 3.5 attached hereto (collectively, the “Indebtedness”); provided that the Company has provided payoff letters from the lenders of such Indebtedness. Parent and MergerCo, on the one hand, and the Company, on the other hand, will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any mortgages, pledges, liens, security interests, encumbrances, claims, charges, conditional sale agreements and restrictions of any kind or character (collectively, “Encumbrances”) securing such Indebtedness and the delivery of payoff letters to Parent or Parent’s lenders.
Payments at Closing for Indebtedness. (a) Immediately following the Fourth Effective Time, Parent shall provide, or cause to be provided, sufficient funds to the Third Surviving Corporation to enable the Third Surviving Corporation to repay all indebtedness then outstanding under that certain Loan and Security Agreement dated as of July 31, 2002 (the “Senior Indebtedness”). Each of Parent, Merger Subs and the Company shall cooperate in connection with the repayment of such Senior Indebtedness and shall take such commercially reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any Liens securing such Senior Indebtedness.
(b) Immediately following the Fourth Effective Time, Parent shall provide, or cause to be provided, sufficient funds to Third Surviving Corporation to enable Third Surviving Corporation to repay all indebtedness then outstanding under the Company’s notes issued pursuant to that certain Indenture dated as of February 2, 2000 among the Company, the guarantors named therein and Bankers Trust Company as trustee (the “Subordinated Indebtedness”). Each of Parent, Merger Subs and the Company shall cooperate in connection with the repayment of such Subordinated Indebtedness and shall take such commercially reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any Liens securing such Subordinated Indebtedness.
Payments at Closing for Indebtedness. As of the Closing Date, Parent and MergerCo shall provide sufficient funds to the Surviving Corporation to enable the Surviving Corporation to repay all indebtedness (the "Indebtedness") then outstanding under that certain Credit Agreement, dated as of October 29, 2004, by and among the Company, various lending institutions and Antares Capital Corporation (the "Credit Agreement"). Parent and MergerCo will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any mortgage, pledge, lien, conditional sale agreement, security title or other encumbrance (collectively, "Encumbrances") securing such Indebtedness.
Payments at Closing for Indebtedness. As of the Closing Date, Buyer shall provide sufficient funds to the Surviving Corporation to enable the Surviving Corporation to repay the Closing Date Indebtedness. Buyer and Merger Sub will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any Liens securing such Indebtedness.
Payments at Closing for Indebtedness. As of the Closing Date, Buyer shall repay the Closing Date Indebtedness in accordance with the wire instructions set forth in the Consideration Spreadsheet and payoff letters provided by the holders of such Closing Date Indebtedness releasing, in connection with such repayment, any Encumbrances securing such Closing Date Indebtedness.
Payments at Closing for Indebtedness. Subject to the terms and conditions of this Agreement, as of the Closing, Parent and MergerCo shall cause the Surviving Corporation to repay all Indebtedness set forth on Schedule 2.3 and outstanding as of immediately prior to the Closing. The Company, Parent and MergerCo will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any mortgage, pledge, lien, conditional sale agreement, security title or other encumbrance (collectively, “Encumbrances”) securing such Indebtedness including, without limitation, by delivering to Parent and MergerCo at least two (2) Business Days prior to the Closing Date pay-off letters, releases and Encumbrance discharges (or agreements therefor) with respect to such Indebtedness as may be reasonably requested by Parent.
Payments at Closing for Indebtedness. At the Closing, the Company shall repay, or Purchaser shall repay on behalf of the US Company (or a Designated Purchaser shall repay on behalf of the Indian Company) to the extent taken into account in the calculation of the Net Closing Consideration, the Indebtedness of the types included in clauses (a), (c), (d), (e), (f), (g), (h) and, if related thereto, (i), of the definition of Indebtedness in accordance with the terms of the applicable Contract and in accordance with the instructions contained in payoff letters for the Indebtedness of the types included in clauses (a), (c), (d), (e), (f) and, if related thereto, (k) (the “Payoff Letters”) that are delivered to Purchaser from or on behalf of the Company prior to the Closing. The Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall include an acknowledgment that all Liabilities of the holder of such Indebtedness have been extinguished, that all Encumbrances are released and that the Company and its representatives are authorized to file evidence of the release of such Encumbrances. The Company will arrange for such repayment on the Closing Date, and shall take such actions as may be necessary to facilitate such repayment on the Closing Date, and to release any Encumbrance securing any Indebtedness at or prior to the Closing.
Payments at Closing for Indebtedness. If requested by the Company, as of the Closing Date and in connection with, and conditioned on, the Closing, Parent shall provide sufficient funds to the Company to enable the Company to repay the Company’s indebtedness for borrowed money set forth in Schedule 1.11 (the “Closing Indebtedness”) at the time of the Closing, provided that all Liens related to such indebtedness are terminated to the reasonable satisfaction of Parent immediately after payment thereof. If the Company wishes to request payment of all or a portion of the Closing Indebtedness by Parent in accordance with the preceding sentence, the Company shall, at least three (3) Business Days prior to the Closing Date, deliver to Parent a certificate (the “Debt Certificate”), signed by the Chief Executive Officer and Chief Financial Officer of the Company, setting forth an itemized list of the Closing Indebtedness as of the Closing Date, together with the balance as of the Closing Date, payoff information and any other information concerning such Closing Indebtedness as Parent may reasonably request. The Company hereby directs Parent, in connection with the Closing, to transmit sufficient funds to the applicable lenders of the Company in respect of the Closing Indebtedness, as set forth in the Debt Certificate, to satisfy in full the Company’s obligations under the Closing Indebtedness and to release all Liens related thereto in connection with the Closing (such amount of funds, the “Closing Indebtedness Payment”).
Payments at Closing for Indebtedness. At the Effective Time, Buyer and Merger Sub shall provide sufficient funds to the Paying Agent or Surviving Corporation to enable the Surviving Corporation to repay the Indebtedness in accordance with the instructions contained in Payoff Letters that are delivered to Buyer by or on behalf of the Company not less than three (3) Business Days prior to the Closing. Buyer and Merger Sub will cooperate in arranging for such repayment on the Closing Date, and the parties hereto shall take such commercially reasonable actions as may be necessary to facilitate such repayment on the Closing Date, and to facilitate the release, in connection with such repayment, of any mortgage, pledge, lien, conditional sale agreement, hypothecation, security interest, restriction or other encumbrance (each an “Encumbrance” and collectively, “Encumbrances”) securing such Indebtedness.
Payments at Closing for Indebtedness. At the Closing, Parent and MergerCo shall provide sufficient funds to the Surviving Corporation to enable the Surviving Corporation to repay the Estimated Closing Date Indebtedness. Parent and MergerCo will cooperate in arranging for such repayment and shall take such reasonable actions as may be necessary to facilitate such repayment and to facilitate the release, in connection with such repayment, of any Lien securing the Estimated Closing Date Indebtedness.
