Repayment of Closing Indebtedness Sample Clauses

Repayment of Closing Indebtedness. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a payoff letter with regard to each item of Closing Indebtedness set forth on Schedule 5.15, in form and substance reasonably acceptable to Parent: (a) setting forth the amounts required to pay off in full on the Closing Date, the Closing Indebtedness owing to such creditor (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) and wire transfer information for such payment; and (b) providing that, upon payment of such amounts, (A) all obligations of the Company and its Subsidiaries in respect of such Closing Indebtedness, including all guaranties or other credit support provided by any of them, shall be forever and irrevocably satisfied and discharged in full, (ii) the documentation governing such Closing Indebtedness shall be immediately terminated in full (other than any provisions which, by their express terms, survive such termination), (iii) all Encumbrances on any assets of the Company and its Subsidiaries securing any obligations thereunder shall be forever and irrevocably released and discharged in full, without any further action on the part of any holders of such Encumbrances, (iv) the holders of such Encumbrances shall agree to take all actions reasonably requested by the Company and its Subsidiaries to evidence, record or otherwise give effect to such releases and (v) the holders of any possessory collateral subject to such Encumbrances shall agree to return to the Company and its Subsidiaries such possessory collateral (each, a “Payoff Letter”).
Sample 1
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Repayment of Closing Indebtedness. On the Closing Date, Buyer or its Affiliates shall loan to the Company the aggregate amount of cash necessary to prepay the Closing Indebtedness amounts that remain outstanding as of the Closing Date in accordance with the agreements governing the Closing Indebtedness, including the payment of all the Repayment Premiums in connection therewith (the “Closing Indebtedness Loan”). At least three (3) Business Days prior to the Closing Date, the parties shall cooperate in preparation of a “funds flow memorandum” that details the procedures for the Company’s repayment of the Closing Indebtedness, including the related Repayment Premiums, on the Closing Date (the “Funds Flow Memo”). After the Company’s receipt of the Closing Indebtedness Loan, Seller shall cause the Company to repay the Closing Indebtedness amounts that remain outstanding as of the Closing in accordance with the agreements governing such Closing Indebtedness, including the related Repayment Premiums, in compliance with the Funds Flow Memo (such repayment, the “Closing Indebtedness Repayment”). For the avoidance of doubt, none of the Company, Seller or their Affiliates shall be obligated to repay the Other Company Indebtedness on the Closing Date.
Sample 1
Repayment of Closing Indebtedness. Purchaser shall have received (i) evidence, in form and substance reasonably satisfactory to Purchaser, that all Closing Indebtedness will be repaid in full and extinguished as of the Closing (including, for the avoidance of doubt, the wind-up and termination of all arrangements relating to Closing Indebtedness) and that, as of the Closing, the Company does not have any Liability for any Closing Indebtedness or under any Contract relating to any Closing Indebtedness; and (ii) copies of pay-off letters, in form and substance reasonably satisfactory to Purchaser, in respect of all Closing Indebtedness duly executed by each Person to whom such Closing Indebtedness is owed; additionally, within thirty-six (36) hours of Purchaser wiring the Cash Payment per Section 2.2(b), Purchaser shall have received (iii) UCC-3 Termination Statements or any other applicable releases of all Liens on the assets and properties of the Company;
Sample 1
Repayment of Closing Indebtedness. On or prior to the second Business Day prior to the Effective Time, the Company shall deliver to Buyer copies of payoff letters (subject to delivery of funds as arranged by Buyer), in form reasonably acceptable to Buyer and its lenders, from (i) the administrative agents under the Credit Agreements and (ii) the holders of the Junior Subordinated Promissory Notes and shall make arrangements for the release of all Liens and other security over the Company’s and its Subsidiaries’ properties and assets securing such obligations (subject to delivery of funds as arranged by Buyer). Buyer shall be responsible for payment of all fees, costs and expenses incurred in connection with the repayment of the Closing Indebtedness, including any (i) fees and expenses of Persons providing services to the Company or Buyer in respect of such repayment, including the Company’s legal counsel and (ii) fees, costs and expenses of the administrative agent and lenders and their legal counsel that the Company is obligated to pay or reimburse pursuant to the terms of the agreements evidencing the Closing Indebtedness (collectively, the “Debt Repayment Expenses”).
Sample 1
Repayment of Closing Indebtedness. Except to the extent otherwise determined by TWTC, Company shall pay and discharge all Closing Indebtedness in full on the Closing Date, and cause all Liens, encumbrances and other obligations related thereto (including Liens with respect to cash or cash equivalents under any deposit or control agreement or otherwise) to be released, concurrently with the filing of the Certificate of Merger pursuant to Section 1.2. TWTC shall contribute to Merger Sub all funds necessary for such payment and discharge, it being understood that all amounts necessary to fund such payment and discharge, including any accrued interest, prepayment penalties and other costs required in connection therewith, shall be included in Indebtedness and in the Estimated Indebtedness calculation delivered pursuant to Section 3.2(a) and deducted from the Aggregate Cash Consideration pursuant to Section 3.2(b). At least 15 business days prior to the anticipated Closing Date, Company shall deliver to TWTC a list of any Indebtedness which it then expects will be outstanding as of the Closing Date.
Sample 1
Repayment of Closing Indebtedness. All necessary arrangements shall have been made for the payment and discharge in full of all Closing Indebtedness and the release of related Liens, concurrently with the filing of the Certificate of Merger, as contemplated by Section 6.7, and Company and its subsidiaries shall have obtained from the applicable lenders or other parties thereto acknowledgements of repayment and discharge in full in respect of all of such Indebtedness and acknowledgements of releases of Liens in connection therewith, in each case in form and substance reasonably satisfactory to TWTC.
Sample 1
Repayment of Closing Indebtedness. If the Company has a sufficient amount of cash as of the Closing to repay all Closing Indebtedness, the Company shall have delivered to Parent payoff letters or other evidence, in form and substance reasonably satisfactory to Parent, that (i) all Closing Indebtedness has been repaid in full; (ii) all liens and encumbrances relating to or securing such Closing Indebtedness have been released; and (iii) related UCC-3 Termination Statements have been filed with respect to any such liens or encumbrances. If the Company does not have a sufficient amount of cash as of the Closing to repay all Closing Indebtedness, the Company shall have delivered to Parent payoff letters or other evidence, in form and substance reasonably satisfactory to Parent, with respect to all Closing Indebtedness and all liens and encumbrances relating to or securing such Closing Indebtedness.
Sample 1
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Related to Repayment of Closing Indebtedness

  • Prepayment of Indebtedness At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower.

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

  • Repayment of Indebtedness Except as disclosed in the Registration Statement and the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Shares to repay any debt owed to the Sales Agent or the Forward Seller or any affiliate thereof.

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of March 31, 2014 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

  • 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.

  • Prepayments, Etc. of Indebtedness (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that Xxxxxxx elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of Xxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.

  • 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.

  • Repayment of Loans; Evidence of Indebtedness (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the account of each Lender that shall have made any Competitive Loan the then unpaid principal amount of each Competitive Loan of such Lender on the last day of the Interest Period applicable to such Loan.

  • Prepayments of Indebtedness, etc If any Default or Event of Default exists, the Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, or (b) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness.

  • 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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