Repayment of Company Indebtedness. Prior to or concurrent with the Closing, the Company shall repay and extinguish all Indebtedness (other than any Indebtedness contemplated by clauses (b), (e) and (i) of the definition thereof and, solely to the extent related to the foregoing clauses, clause (k) of the definition thereof), in each case without any further Liability to the Company or Parent, and, in the case of such Indebtedness to be repaid and extinguished at the Closing, shall deliver, at least two (2) Business Days prior to the Closing Date, executed payoff letters or final invoices, as applicable, from each lender, creditor, noteholder or other counterparty to which such Indebtedness is owing (whether or not then due and payable), in each case (a) that sets forth the amount to be paid on or prior to the Closing Date, together with wire transfer instructions, (b) evidencing that the payment of such amount would result in the full repayment, satisfaction, release, and discharge of all current and future obligations of the Company (and, in the case of hedging, swap or similar agreements, the complete unwind and settlement of such arrangements) in respect of such item and of all current and future Liens relating to such item and (c) contemplating the delivery of UCC-3 termination statements and mortgage releases that when filed or recorded, as the case may be, will be sufficient to release any and all Liens relating to such item. The Company shall arrange for delivery of all such UCC-3 termination statements and mortgage releases, if any, at the Closing.
Repayment of Company Indebtedness. In connection with the Closing, Seller shall cause the Company to pay the applicable portion of the Payoff Amount to the applicable Persons pursuant to the terms of the Payoff Letters. If requested by Seller, Buyer shall wire a portion of the Closing Payment directly to the applicable lenders to pay the Payoff Amount.
Repayment of Company Indebtedness. At Closing Purchaser will cause the Company to pay to Causxxx xxx indebtedness owing from the Company to Causxxx xx the outstanding principal amount of $2,078,000, plus interest through the Closing Date, and Causxxx xxxl deliver to the Company a receipt and release acknowledging payment in full of such indebtedness. At Closing Purchaser will also cause Huntington Bank to release Causxxx xxxm any personal guaranties of the Company's indebtedness to Huntington Bank, and will cause Huntington Bank to deliver to Causxxx xxxumentary evidence of such release.
Repayment of Company Indebtedness. All or a portion of the proceeds received by Newco pursuant to the IPO Transaction shall be used to repay the Company Indebtedness. ARTICLE XI
Repayment of Company Indebtedness. 40 6.17 Stay of Litigation......................................................................................... 41 6.18
Repayment of Company Indebtedness. The Company agrees (i) to cooperate --------------------------------- - reasonably with the Parent and the Purchaser in obtaining financing for the Offer and the Merger, including without limitation, providing (subject to customary confidentiality arrangements reasonably satisfactory to the Company) the Financing Parties and any other prospective finance provider with such information as such Financing Party or other prospective finance provider may reasonably request, and (ii) to use its reasonable best efforts to effect the -- repayment, without penalty, of all of the Company's existing indebtedness upon or prior to the consummation of the Offer, using the proceeds of facilities available to Parent and its subsidiaries for such purpose; provided that nothing -------- in this Section 6.16 shall require the Company or any of its subsidiaries to take any action that could have a material adverse effect upon the business, financial condition, results of operations or assets of the Company or any such subsidiary in the event that the transactions contemplated hereby shall not be consummated.
Repayment of Company Indebtedness. Prior to or concurrent with the Closing, the Company shall repay and extinguish any Indebtedness related to the Credit Facility in an amount exceeding $1,500,000 (unless the Closing occurs after November 1, 2012, in which case the foregoing permitted amount shall be automatically increased to $2,500,000) in the aggregate without any further liability to the Company or Parent, and, in the case of Indebtedness to be repaid and extinguished at the Closing, unless otherwise converted into Company Capital Stock prior to the Effective Time, shall deliver, at least five (5) Business Days prior to the Closing Date, executed final invoices or payoff letters in form and substance reasonably satisfactory to Parent (each, a “Payoff Letter”), as applicable, from each lender, creditor, noteholder or other counterparty to which such Indebtedness is owing (whether or not then due and payable), in each case (a) that sets forth the amount to be paid on or prior to the Closing Date, together with wire transfer instructions, (b) evidencing that the payment of such amount would result in the full repayment, satisfaction, release, and discharge of all current and future obligations of the Company (and, in the case of hedging, swap or similar agreements, the complete unwind and settlement of such arrangements) in respect of such item (except obligations for indemnification and reimbursement that expressly survive repayment in full) and of all current and future Liens relating to such item and (c) contemplating the delivery of UCC-3 termination statements and mortgage releases that when filed or recorded, as the case may be, will be sufficient to release any and all Liens relating to such item. The Company shall arrange for delivery of all such UCC-3 termination statements and mortgage releases, if any, at the Closing. The Company shall provide Parent with a draft statement of the Indebtedness related to the Credit Facility not less than six (6) Business Days prior to the Closing Date in form reasonably satisfactory to Parent and shall deliver to Parent (a) a final statement not less than one (1) Business Day prior to the Closing Date in form reasonably satisfactory to Parent and certified as true and correct as of the Closing Date by an officer of the Company (the “Statement of Indebtedness” and the related certificate, the “Indebtedness Certificate”).
Repayment of Company Indebtedness. 17 5.5 Press Releases........................................................................17 5.6 Sales Below Greenwich Purchase Price..................................................17
Repayment of Company Indebtedness. The Company will not use any proceeds from the sale of the Shares to repay any indebtedness of the Company, including but not limited to any indebtedness to current executive officers or principal shareholders of the Company except for indebtedness incurred in the ordinary course of business.
Repayment of Company Indebtedness. On the Closing Date, subject to (x) compliance by the Company with its obligations under Section 6.2 and Section 6.9 and (y) delivery by the Company to Parent and Merger Sub at least three Business Days prior to the Closing Date of an executed pay-off letter in form and substance reasonably acceptable to Parent and such other information as may be reasonably required to determine amounts required to pay off, discharge and terminate the outstanding indebtedness of the Company (or, in the case of any letters of credit then outstanding under the Credit Facility, cash collateralize or terminate such letters of credit or provide backstop letters of credit, or make other arrangements satisfactory to the issuer of such letters of credit) that becomes due and payable as a result of the Merger, which indebtedness is listed on Schedule 3.5, Parent and Merger Sub shall, or shall cause, all outstanding indebtedness of the Company listed on Schedule 3.5 to be paid off, satisfied and discharged, defeased and/or terminated (or, in the case of any letters of credit then outstanding under the Credit Facility, cash collateralize or terminate such letters of credit or provide backstop letters of credit, or make other arrangements satisfactory to the issuer of such letters of credit).
