Repayment of Company Indebtedness. Parent shall be entitled to recover the amount of any and all Closing Indebtedness to the extent that such Closing Indebtedness is not paid in full and finally discharged by the Company (or is paid by Parent on the Company’s behalf) as of immediately prior to the Effective Time by reducing the Base Closing Merger Consideration Amount by the amount of any such unpaid Closing Indebtedness (or the amount of any such Closing Indebtedness paid by Parent on the Company’s behalf). The Company shall deliver to Parent, at least one Business Day prior to the Closing Date, executed payoff letters or final invoices, as applicable, from each lender, creditor, noteholder or other counterparty to which such Closing 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.
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. 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. 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. The Purchaser shall pay off or otherwise refinance, at the time of Closing, all Indebtedness listed on Exhibit B to Schedule 4.5 hereto.
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).
Repayment of Company Indebtedness. At the Effective Time, Parent will, or will cause the Surviving Corporation or any of its Subsidiaries to, repay in full all amounts owing pursuant to, and discharge all of the Company's and its Subsidiaries' obligations under, the agreements governing the Indebtedness identified on the Net Indebtedness Certificate, other than with respect to (i) the Senior Subordinated Notes and (ii) such Indebtedness which by its terms may not be repaid at such time.
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.
