Repayment of Company Debt Sample Clauses

Repayment of Company Debt. At or prior to the Closing, the Company shall have taken all actions necessary for the repayment or prepayment of all Indebtedness existing as of the Closing, including the preparation of all documentation and the provision of all endorsements required or reasonably necessary therefor, and arranging for the release of all liens, financing statements or other security interests relating thereto (including taking all actions necessary such that UCC-2 or UCC-3 termination statements, as applicable, have been filed with respect to any UCC-1 financing statement filed in respect of the Company’s assets).

Repayment of Company Debt. The Company shall obtain and deliver to Parent no later than five (5) Business Days prior to the Effective Time customary payoff letters with respect to (i) the satisfaction and release of all of the Company and its Subsidiaries’ liabilities and obligations (including all indebtedness for borrowed money, if any, of the Company and its Subsidiaries outstanding as of the Closing, but excluding any indemnification obligations that survive termination) under any Contract pursuant to which the Company is required to repay or redeem any Indebtedness at or prior to the Closing (the “Loan Documents”), which Loan Documents are set forth on Section 5.06 of the Company Disclosure Schedule, (ii) the termination of the Loan Documents, (iii) the release of all Liens held pursuant to or otherwise related to the Loan Documents, and (iv) such other matters as Parent may reasonably request; unless, in all cases, the counterparty to any such Contract provides a written unconditional waiver to the Company, in form reasonably satisfactory to Parent, of any and all liabilities and obligations that the Company might have in connection with or as a result of this Agreement or the Transactions, including, without limitation, acceleration of any such liabilities and obligations. The principal amount of the Debt Financing less such portion of the Debt Financing to be used to pay the Cash Consideration shall be at least equal to the aggregate principal amount outstanding under the Loan Documents as of the date hereof and shall be used to fulfill Porsche’s undertaking under this Section 5.06.

Repayment of Company Debt. Simultaneously with the Closing and after giving effect to the cancellation of any Excess Seller Debt as defined below, Purchaser shall pay or shall cause the Company to repay in full (i) all of the Bank Obligations (as defined in Section 5.7 of this Agreement), and (ii) all of the Seller Debt (as defined in Article VIII of this Agreement) (collectively, the "Company Debt"); provided, however, that in no event shall the aggregate amount of Company Debt to be repaid by Purchaser exceed $17,000,000.

Repayment of Company Debt. At or prior to the Closing, the Company shall have taken all actions necessary for the repayment or prepayment of all of the Company Debt existing as of the Closing, including the obtaining of any required Payoff Letters and making all appropriate arrangements for the prepayment or repayment thereof (including the preparation of all documentation and the provision of all endorsements required or reasonably necessary therefor) and arranging for the release of all Liens, financing statements or other security interests relating thereto.

Repayment of Company Debt. Concurrently with the Closing, QuadraMed shall repay the following indebtedness of the Company via wire transfer pursuant to written instructions provided to QuadraMed by the Company: (i) $1,287,000 owed to Core States/New Jersey National Bank ("Core States"); and (ii) $379,000 owed to Arnoxx. Xt the Closing, the Company shall cause both Core States and Arnoxx xxxh to deliver the following: (i) the original promissory note(s) evidencing such indebtedness marked "cancelled;"

Repayment of Company Debt. Concurrently with the Closing, QuadraMed shall repay (via wire transfer pursuant to written instructions provided to QuadraMed by the Company): (i) $1,217,270.18 owed to CoreStates with respect to the Company Line of Credit; and (ii) all indebtedness of the Company under the CoreStates Notes. Prior to the Closing, the Company shall cause CoreStates to execute a pay-off letter in form and substance reasonably acceptable to counsel for the QuadraMed Entities stating that immediately following repayment of the indebtedness referenced in (i) and (ii) above, CoreStates will deliver to the Company (a) the original Line of Credit Note and the original CoreStates Notes marked "cancelled,"

Repayment of Company Debt. Prior to or concurrent with the Closing, the Company and the Israeli Subsidiary shall repay all Company Debt, including those listed on Schedule 2.4(c) of the Company Disclosure Letter, in each case without any further liability to the Purchaser.

Repayment of Company Debt. At the Effective Time, all outstanding principal, accrued but unpaid interest and penalties or premiums, if any, in respect of any Company Debt listed on Section 1.9 of the Company Disclosure Schedule that is outstanding immediately prior to the Effective Time (the “Closing Company Debt Obligations”) shall be repaid and discharged in full in exchange for the right to receive an amount payable in shares of Parent Common Stock determined by dividing the Closing Company Debt Obligations by the Average Closing Price.

Repayment of Company Debt. At or prior to the Closing, if instructed by Parent in writing, the Company shall have taken all actions necessary for the repayment or prepayment of all of the Company Debt, including the obtaining of duly executed payoff letters, in form and substance reasonably acceptable to Parent, from and ascertaining any applicable withholding Taxes to be withheld (based on appropriate documentation, including IRS Forms W-9 and W-8BEN) and making all appropriate arrangements for the prepayment or repayment thereof on the Closing Date.

Repayment of Company Debt. Not less than three (3) Business Days prior to the Closing, the Seller shall cause to be delivered to the Buyer a certificate (the “Pay-off Certificate”) setting forth the amount of Company Debt that will be outstanding immediately prior to the Closing, together with pay-off letters specifying the pay-off amount (including principal, interest, and any premiums, penalties or fees payable in connection therewith), UCC-3 Termination Statements and the pay-off instructions for all such Company Debt, if any (the aggregate of such amount, the “Company Debt Amount”). The Company Debt Amount shall be repaid at the Closing, in accordance with Section 2.4 below. For the avoidance of doubt, the Company Debt Amount shall not include the debt component of capitalized leases as determined in accordance with GAAP, consistently applied, that remain outstanding following the Closing.