Related Party Debt. Prior to the Closing, the Company shall take all actions reasonably requested by Purchaser to reduce the Indebtedness between the Company, Sellers and any Seller Owner (the “Related Party Debt”) to an aggregate amount of no more than $1,500,000, including having the holders of the Related Party Debt acknowledge and release the Company and any Company Affiliate, including, without limitation, the Purchaser following the Closing, from any obligations not included in the loan documents relating to Related Party Debt as referred to in this Section 6.13. The Company shall prepare all documentation reasonably required by Purchaser to evidence such Related Party Debt. All such actions and documentation entered into by the Company regarding the Related Party Debt shall be approved in writing by Purchaser. Purchaser will not be responsible for assuming any Related Party Debt in excess of $1,500,000 in the aggregate or that is not evidenced by documentation approved by Purchaser (the “Unapproved Related Party Debt”). Any Unapproved Related Party Debt outstanding as of the Closing Date shall be treated as Indebtedness and will reduce the Closing Consideration pursuant to Sections 3.2 and 3.3 of this Agreement.
Related Party Debt. Each Shareholder or its Affiliate shall have paid in full all amounts of any kind owed by such Shareholder or its Affiliate to the Company, or such amount shall have been offset on a dollar-for-dollar basis against any indebtedness for borrowed money owed by the Company to such Shareholder or its Affiliate.
Related Party Debt. Cash Consideration to the holder of the Related Party Debt in accordance with Section 1.2(b);
Related Party Debt. All debt obligations of the Companies to any Related Parties shall have been paid or canceled, except such obligations referred to on Exhibit D hereof.
Related Party Debt. (a) Comerica Note. Meineke and John Creel are joint holders, xxx -------------- the Company is the maker, of a certain Promissory Note, dated April 25, 2002, in the principal amount of $150,000 (the "Joint Note"). As of the Effective Date, the outstanding balance of the Joint Note is $70,000. Meineke and John Creel ("Creel") are joixx xxxxxx, xxx Xomerica Bank-California is the holder, of a Promissory Note dated April 25, 2002, in the principal amount of $150,000 (the "Comerica Note"). As of the Effective Date, the balance of the Comerica Note is $70,000. The proceeds of the Comerica Note were loaned to the Company under the Joint Note. The Company shall timely pay the Comerica Note on or before the 15th day of each month as a priority payment from available cash. The Company hereby agrees to indemnify and hold Meineke harmless from and against any and all obligations arising under the Joint Note or the Comerica Note. The Company shall defend Meineke against any and all actions which may arise under the Joint Note or Comerica Note, and shall reimburse Meineke for any and all reasonable costs and expenses in defending against such actions, as and when incurred. The Company hereby agrees to pay the Comerica Note as and when due, which payments shall be credited against the balance owed by the Company to Meineke and Creel under the Joint Note.
(b) $15,000 Note. Meineke is the holder, and the Company is the ------------- maker, of a Promissory Note, dated October 3, 2001, in the principal amount of $15,000 (the "15K Note"). As of the Effective Date, the balance owed under the 15K Note is $15,000 plus all interest accrued thereon pursuant to the terms of the 15K Note. The Company shall make and deliver a replacement convertible note in the principal amount of the outstanding balance of the 15K Note (the "Replacement Note"), which shall replace the 15K Note. The Replacement Note shall be convertible into common stock of Rapidtron, Inc., a Nevada corporation ("RPDT"), at the election of holder, at a conversion rate of $1.25 per share.
Related Party Debt. All debt obligations of Xxxxxx to any Xxxxxx Related Parties shall have been paid or canceled. For purposes of this Section 8.9, a "Xxxxxx Related Party" shall mean (i) each individual who is, or who at any time since December 31, 1992 has been, an officer or director of Xxxxxx and (ii) each individual who is, or since December 31, 1992 has been, a member of the immediate family of any of the individuals referred to in clause (i) above; and (iii) any trust or other Entity (other than Xxxxxx) in which any one of the individuals referred to in clauses (i) (ii) or (iii) above holds (or in which more than one of such individuals collectively hold) beneficially or otherwise, a material voting, proprietary or equity interest.)
Related Party Debt. All debt obligations of Fishxx xx any Fishxx Xxxated Parties shall have been paid or canceled. For purposes of this Section 8.9, a "Fishxx Xxxated Party" shall mean (i) each individual who is, or who at any time since December 31, 1992 has been, an officer or director of Fishxx xxx (ii) each individual who is, or since December 31, 1992 has been, a member of the immediate family of any of the individuals referred to in clause (i) above; and (iii) any trust or other Entity (other than Fishxx) xx which any one of the individuals referred to in clauses (i) (ii) 35 42 or (iii) above holds (or in which more than one of such individuals collectively hold) beneficially or otherwise, a material voting, proprietary or equity interest.)
Related Party Debt. Sellers agree that they will cause all debt owing by any of the CeCorr Companies to Sellers, and all debt owing by any of the Sellers to any of the CeCorr Companies, to be eliminated prior to the Closing Date, and will terminate prior to the Closing Date, without any liability to any CeCorr Company, all consulting agreements between any Seller and any CeCorr Company.
Related Party Debt. The Company shall only pay Related Party Indebtedness (as the same may be extended, modified or renewed) from Free Cash Flow.
Related Party Debt. Other debt included $4 million related to a loan with D/FD as of December 31, 2005, and $17 million as of December 31, 2004. As part of the D/FD partnership agreement, excess cash has been loaned, without stated repayment terms, at current market rates to Duke Energy and Fluor Enterprises, Inc. The weighted-average rate of this loan was 3.47% as of December 31, 2005 and 1.98% as of December 31, 2004. D/FD is a 50/50 partnership between subsidiaries of Duke Energy and Fluor. During 2003, Duke Energy and Fluor announced that they would dissolve D/FD and adopted a plan for an orderly wind-down of D/FD’s business. The wind-down has been substantially completed as of December 31, 2005 and is expected to be finalized by December 2006. The entire outstanding balance of the loan with D/FD has been classified as Current Maturities of Long-term Debt on the December 31, 2005 and 2004 Consolidated Balance Sheets. PART II 2006 $ 1,400 2007 1,054 2008 1,245 2009 1,300 2010 1,386 Thereafter 9,562 Total long-term debt(a) $ 15,947
