Repaid Indebtedness; Transaction Expenses Sample Clauses

Repaid Indebtedness; Transaction Expenses. Upon the Closing, all Indebtedness for borrowed money of the Company Group which is listed on the “Repaid Indebtedness Schedule” (to the extent not paid by the Company Group prior to Closing) (the “Repaid Indebtedness”) will be fully repaid by Parent. In order to facilitate such repayment, except with respect to the Second Draw PPP Loan at least three (3) Business Days prior to the Closing, the Company Group shall have obtained (for the review and comment of Parent) payoff and security release letters for the Repaid Indebtedness, which (a) acknowledge the aggregate principal amount and all accrued but unpaid interest constituting the Repaid Indebtedness, (b) provide a per diem interest amount, and (c) either (i) include an authorization to file all UCC termination statements and releases and all intellectual property terminations to be filed in the U.S. Patent and Trademark Office and/or Copyright Office (the “Releases and Terminations”), or (ii) confirm that the holder of such Indebtedness shall file the Releases and Terminations promptly following Closing, in each case of (i) and (ii) after receipt of payoff amounts with respect to the Repaid Indebtedness and in each case of (a), (b), and (c), necessary to evidence satisfaction and termination of such Repaid Indebtedness and to enable the release of any Liens relating thereto upon payment of such Repaid Indebtedness, along with wire transfer instructions for each holder of such Indebtedness. In addition, upon the Closing, all of the Estimated Transaction Expenses will be fully paid by Parent, in each case, by wire transfer of immediately available funds to the parties and in the amounts and in accordance with the wire transfer instructions set forth on the Estimated Transaction Expenses Statement.
Sample 1
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Repaid Indebtedness; Transaction Expenses. (i) The Parties hereto agree that, upon the Closing, the Indebtedness of the Company set forth on the attached Schedule 1(i)(i) (the “Repaid Indebtedness”) shall be fully repaid by Parent on behalf of the Company in accordance with this Section 1(i)(i). In order to facilitate such repayment, no less than three (3) Business Days prior to the Closing, the Company shall obtain payoff letters for the Repaid Indebtedness (together with all related documents and instruments, the “Payoff Documents”), which Payoff Documents shall be in a form reasonably satisfactory to Parent and shall indicate that such lenders have agreed to, if applicable, upon receipt of the amounts indicated in such Payoff Documents, promptly release all Liens relating to the assets and properties of the Company and return all possessory and original collateral.
Sample 1
Repaid Indebtedness; Transaction Expenses. (i) The Parties agree that, upon the Closing, the Indebtedness of the Companies set forth on the attached Schedule 1(d)(i) (the “Repaid Indebtedness”) will be fully repaid by Buyer on behalf of the applicable Company in accordance with this Section 1(d)(i). In order to facilitate such repayment, no less than two (2) Business Days prior to the Closing, the Companies shall obtain payoff letters for the Repaid Indebtedness, which payoff letters will be in a form reasonably satisfactory to Buyer, and shall indicate that such lenders have agreed to immediately release all Liens relating to the assets and properties of the Companies upon receipt of the amounts indicated in such payoff letters. In connection with the Closing, Buyer shall make the payments referenced in such payoff letters on the Closing Date in order to discharge the Repaid Indebtedness covered thereby. Effective as of the Closing Date, the Companies shall obtain a release of any guarantees and pledges of assets of the Companies and the Business entered into or given by any Company or any Seller to secure any Indebtedness of any Company or any Seller, all in form and substance satisfactory to Buyer.
Sample 1
Repaid Indebtedness; Transaction Expenses. (i) The Parties agree that, upon the Closing, the Indebtedness of the Company set forth on the attached Schedule 1(g)(i) (the “Repaid Indebtedness”) will be fully repaid by or on behalf of Parent on behalf of the Company in accordance with this Section 1(g)(i). In order to facilitate such repayment, no less than three (3) Business Days prior to the Closing, the Company shall have obtained payoff letters for the Repaid Indebtedness and any related documents and instruments, including but not limited to lien and security release documentation, which payoff letters shall be in a form reasonably satisfactory to Parent and Merger Sub and shall indicate that such lenders have agreed to, upon receipt of the amounts indicated in such payoff letters, immediately release all Liens (other than Permitted Liens) relating to the assets and properties of the Company and return all possessory and original collateral on the Closing Date. Subject to the satisfaction of the Company’s and the Sellers’ covenants and obligations to be satisfied prior to the Closing, in connection with the Closing, Parent shall make, or cause to be made, the payments referenced in such payoff letters on the Closing Date in order to discharge the Repaid Indebtedness covered thereby.
Sample 1
Repaid Indebtedness; Transaction Expenses. The Company shall obtain and deliver to the Purchaser, no later than two (2) Business Days prior to the Closing, payoff letters for all Repaid Indebtedness (“Payoff Letters”), which Payoff Letters shall acknowledge the aggregate principal amount, all accrued but unpaid interest constituting the Repaid Indebtedness and all pre-payment penalties arising under or related to the Repaid Indebtedness, indicate that upon payment of such Repaid Indebtedness as specified in such Payoff Letter, all outstanding obligations of the Company and its Subsidiaries arising under or related to such Repaid Indebtedness shall be repaid and extinguished in full (other than customary obligations under a credit agreement which survive payment in full of all borrowed amounts) and that upon receipt of such amount the lenders and other applicable Persons with respect to such Repaid Indebtedness shall release their liens and other security interests in, and agree to deliver Uniform Commercial Code Termination Statements and such other customary documents or endorsements necessary to release of record its liens and other security interests in, the assets of the Company and its Subsidiaries. No later than two (2) Business Days prior to the Closing, the Company shall deliver to the Purchaser final invoices or other payment instructions for the Transaction Expenses (the “Final Invoices”).
Sample 1

Related to Repaid Indebtedness; Transaction Expenses

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder of a Note in connection with the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Company Indebtedness The Company shall, and shall cause its Subsidiaries to, timely deliver all notices and take all other administrative actions required to facilitate (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith, and replacement of or cash collateralization of any issued letters of credit in respect of the Credit Facility on or before the Closing Date and (ii) to the extent reasonably requested in writing by Parent, no later than ten (10) Business Days prior to the Closing Date with respect to any Indebtedness (other than Indebtedness in respect of the Credit Facility) incurred by the Company or any of its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (it being understood that the Company shall promptly and in any event no later than fifteen (15) Business Days prior to the Closing Date notify Parent in writing of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Closing Date), repayment in full of all obligations in respect of such Indebtedness and release of any Liens securing such Indebtedness and guarantees in connection therewith, in each case, on the Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent no later than one (1) Business Day prior to the Closing Date payoff letters with respect to the Company Credit Facility and, to the extent reasonably requested by Parent in writing no later than ten (10) Business Days prior to the Closing Date, any Indebtedness incurred by any of the Company and its Subsidiaries after the date hereof in compliance with Section 6.1(b)(xi) (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the persons, or the applicable agent on behalf of the persons, to which such Indebtedness is owed, which Payoff Letters together with any related release documentation shall, among other things, include the payoff amount and provide for Liens (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness and any other obligations secured thereby, upon the payment of the amount set forth in the applicable Payoff Letter on or prior to the Closing Date, to be released and terminated. Upon at least ten (10) days’ prior written notice from the Company that the Company has determined, after reasonable consultation with Parent, that it will not at the time of the Real Estate Purchase (and without giving effect to the payment of the Real Estate Purchase Price or any other payment under this Agreement) have sufficient unencumbered and available cash, net of “cage cash”, cash on hand required by any Governmental Entity, the reasonably estimated additional amount of cash necessary to ensure the sound operation of the Company’s business consistent with past practice, and any other restricted cash, to pay in full the outstanding Indebtedness in respect of the Credit Facility, then to the extent of such shortfall Parent will extend an unsecured loan to the Company on the day of the Closing so that, together with such net unencumbered and available cash, the proceeds of such loan are sufficient to pay in full the outstanding Indebtedness in respect of the Credit Facility as may be necessary to release all Liens and obligations in respect thereof at the time of, or immediately prior to, the Real Estate Purchase, and the terms of such loan shall be reasonable for the circumstance as negotiated in good faith by Parent and the Company.

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

  • Transaction Expense Amount Upon Closing, the Company shall pay Ten Thousand and No/100 United States Dollars (US$10,000.00) to Auctus Fund Management, LLC (“Auctus Management”) to cover the Holder’s due diligence, monitoring, and other transaction costs incurred for services rendered in connection herewith (the “Transaction Expense Amount”). The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management upon the execution hereof.

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • Liquidation and Acquisition Expenses 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Outstanding Indebtedness Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6B. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

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