Payments at Closing for Indebtedness of the Company. At the Closing, the Company shall deliver a certificate setting forth an itemized list of any and all Indebtedness and Company Transaction Expenses (and at least three Business Days prior to the Closing, an estimate thereof). As of the Effective Time, Parent and MergerCo shall provide sufficient funds to the Surviving Company to enable the Surviving Company to repay or assume any outstanding Indebtedness of the Company. The Company shall submit to Parent reasonably satisfactory documentation setting forth the amounts of all such unpaid Indebtedness (including the identity of each lender, dollar amounts, wire instructions and any other information necessary for Parent to effect the final payment in full thereof) and indicating that upon receipt of such amounts that all such Indebtedness shall have been paid in full. 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, encumbrance or other charge (collectively, “Encumbrances”) securing such Indebtedness of the Company.
Payments at Closing for Indebtedness of the Company. At least three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a statement setting forth the items of Indebtedness to be repaid at Closing (such items to be those items identified in Section 1.1(a)(ii) of the Company Disclosure Schedule as items to be paid at Closing) and, at the Closing, Purchaser shall repay in full such Indebtedness by wire transfer of immediately available funds to the applicable lender set forth on such statement as provided in the Payoff Letter regarding such Indebtedness.
Payments at Closing for Indebtedness of the Company. As of the Closing Date, Parent and MergerCo shall provide sufficient funds to the Surviving Company to enable the Surviving Company to repay or assume any outstanding Indebtedness of 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, encumbrance or other charge (collectively, “Encumbrances”) securing such Indebtedness of the Company.
Payments at Closing for Indebtedness of the Company. As of the Effective Time, Parent and MergerCo shall provide sufficient funds to the Surviving Company to enable the Surviving Company to repay or assume any outstanding Indebtedness of the Company. The Company shall submit to Parent reasonably satisfactory documentation setting forth the amounts of all such unpaid Indebtedness (including the identity of each lender, dollar amounts, wire instructions and any other information necessary for Parent to effect the final payment in full thereof) and indicating that upon receipt of such amounts that all such Indebtedness shall have been paid in full. 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, encumbrance or other charge (collectively, “Encumbrances”) securing such Indebtedness of the Company.
Payments at Closing for Indebtedness of the Company. On the third Business Day immediately preceding the Closing, the Company shall deliver to Parent payoff letters (the “Payoff Letters”) from each Person to whom the Company owes any portion of the Closing Indebtedness, addressed to Parent (or on which the Buyer Parties are otherwise expressly granted the right to rely), signed by the Persons to which such Indebtedness is payable, setting forth, among other things (i) the amount required to pay off in full at the First Merger Effective Time all Indebtedness (including, but not limited to, the outstanding principal, accrued and unpaid interest and prepayment and other penalties), (ii) wire transfer instructions for the payment of such amounts, and (iii) the commitment upon receipt of the payoff amount to release all Liens, if any, which such Person may hold on any of the Company Capital Stock or any of the assets of the Company and, to the extent applicable, release all guarantors who have entered into guarantees in connection therewith, upon receipt of the payoff amount set forth therein. At Closing, Parent will (or will cause Buyer to) deliver (or cause the First Merger Surviving Entity to deliver) to the recipients thereof specified in the Payoff Letters to whom the Company owes any portion of the Closing Indebtedness the amounts set forth in the applicable Payoff Letter.
Payments at Closing for Indebtedness of the Company. At the Closing (and at least three Business Days prior to the Closing, an estimate thereof), the Company shall deliver a certificate setting forth an itemized list of any and all Indebtedness and Company Transaction Expenses. As of the Effective Time, Parent and MergerCo shall provide sufficient funds to the Surviving Company to enable the Surviving Company to repay or assume any outstanding Indebtedness of 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, encumbrance or other charge (collectively, “Encumbrances”) securing such Indebtedness of the Company.
Payments at Closing for Indebtedness of the Company. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer the Schedule of Indebtedness, including reasonably satisfactory documentation setting forth the amounts of all such unpaid Indebtedness for borrowed money (including the identity of each lender, dollar amounts, wire instructions and any other information necessary for Buyer to effect the final payment in full thereof) and indicating that upon receipt of such amounts that all such Indebtedness shall have been paid in full. At Closing, Buyer shall pay to each such lender the amount of Indebtedness set forth in the Schedule of Indebtedness with respect to such lender by wire transfer of immediately available funds.
Payments at Closing for Indebtedness of the Company. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer the Schedule of Indebtedness and payoff letters or similar instruments in form and substance reasonably satisfactory to Buyer setting forth the amounts of all unpaid third-party Indebtedness of the Company as of immediately prior to the Closing (including any premiums above the principal amount of such Indebtedness or any accrued but unpaid interest, fees and other amounts payable in connection therewith) (such letters or instruments to include the identity of each lender, dollar amounts, wire instructions and any other information necessary for Buyer to effect the final payment in full thereof) and providing that upon receipt of such amounts that all such Indebtedness shall have been paid and discharged in full and that following such payment all instruments providing for or related to such Indebtedness, including any related Lien, guaranty and promissory notes, shall be terminated and released. At Closing, Buyer shall pay to each such lender the amount of Indebtedness set forth in the Schedule of Indebtedness with respect to such lender by wire transfer of immediately available funds.
Payments at Closing for Indebtedness of the Company. (a) At Closing, (i) the Company shall repay (or cause to be repaid), to the extent of its Cash and Cash Equivalents, the Closing Indebtedness described on Schedule 3.5 (the “Closing Funded Indebtedness”) hereof and (ii) the Buyer shall repay (or cause to be repaid) the excess of (x) the Closing Funded Indebtedness over (y) the Company’s Cash and Cash Equivalents, in each case (clauses (i) and (ii)), by wire transfer of immediately available funds to the applicable lender set forth on such schedule as provided in the Payoff Letter regarding such Indebtedness.
Payments at Closing for Indebtedness of the Company. At Closing, Buyer shall repay in full the Closing Indebtedness described on Schedule 3.4 hereof by wire transfer of immediately available funds to the applicable lender set forth on such schedule as provided in the Payoff Letter regarding such Indebtedness.
