Repayment of Funded Debt. At the Closing, and subject to the other terms and conditions set forth in this Agreement, (a) Parent or Merger Sub shall make available to the Company, or pay directly, an amount in cash sufficient to pay the aggregate outstanding Funded Debt, (b) the Company, if such amount is not paid directly by Parent or Merger Sub, shall apply such cash to repay the Funded Debt, and (c) the Company shall cause the applicable agent under the Credit Agreement to deliver to Parent (i) a pay-off letter, in form and substance reasonably satisfactory to Parent, evidencing the satisfaction of all liabilities under the Credit Agreement (other than any indemnity obligation for unasserted claims that by its terms survives the termination of the Credit Agreement) upon receipt of the amounts set forth in such pay-off letter and (ii) a release in customary form concurrently with the payment of amounts specified in the pay-off letter referred to in clause (i) above of all Liens with respect to the capital stock, property and assets of the Company and its Subsidiaries relating to the Credit Agreement.
Repayment of Funded Debt. The Company shall have caused S.Z. Investments, L.L.C., to be repaid in full, or shall have made adequate provision for the prompt
Repayment of Funded Debt. Subject to the other terms and conditions set forth in this Agreement, (a) immediately prior to the Closing, (i) NewCo or Merger Sub 2 shall make available to the Borrowers, or pay directly, an amount sufficient to pay the Funded Debt under the Credit Documents and (ii) the Borrowers, if such amount is not paid directly by NewCo or Merger Sub 2, shall apply such cash to pay the Funded Debt under the Credit Documents and (b) at least two (2) Business Days prior to the Closing Date, the Borrowers shall procure from the applicable lenders or investors of the Funded Debt under the Credit Documents and deliver to Monocle payoff letters (or other customary evidence) with respect to all Funded Debt under the Credit Documents on the Closing Date (but immediately prior to the Closing) evidencing (i) the satisfaction of all liabilities under the applicable Credit Documents (other than those liabilities that expressly survive the termination thereof) upon receipt of the amounts set forth therein and (ii) in the case of the First Lien Credit Documents, releases in customary forms concurrently with the repayment of such obligations under the First Lien Credit Documents of all Liens with respect to the capital stock, property and assets of the Company and its Subsidiaries relating to such Funded Debt.
Repayment of Funded Debt. Immediately prior to the Effective Time, (a) Acquiror or Merger Sub shall make available to the Company, or pay directly to the applicable lenders, an amount sufficient to pay all amounts owing with respect to the aggregate Funded Debt of the Company and any interest thereon accrued and unpaid in the ordinary course of business (other than the portion of the aggregate Funded Debt of the Company and any interest thereon accrued and unpaid in the ordinary course of business attributable to the Notes (which are addressed in Section 6.4)), (b) the Company, if such amount is not paid directly to the applicable lenders by Acquiror or Merger Sub, shall apply such cash to pay all amounts owing with respect to the aggregate Funded Debt of the Company and any interest thereon accrued and unpaid in the ordinary course of business (other than the portion of the aggregate Funded Debt of the Company and any interest thereon accrued and unpaid in the ordinary course of business attributable to the Notes) and (c) the Company shall reasonably cooperate with Acquiror in connection with Acquiror’s repayment of the aggregate Funded Debt of the Company and any interest thereon accrued and unpaid in the ordinary course of business.
Repayment of Funded Debt. (a) At the Closing, and subject to the other terms and conditions set forth in this Agreement, (i) Parent shall make available to the Company, or pay directly, an amount in cash sufficient to pay the aggregate outstanding Funded Debt and (ii) the Company, if such amount is not paid directly by Parent, shall apply such cash to repay the Funded Debt, and (b) at least three (3) Business Days prior to Closing, the Company shall cause the applicable agent under the Credit Agreement to deliver to Parent a copy of a payoff letter (the “Payoff Letter”) evidencing the satisfaction of all liabilities under the Credit Agreement (other than any Continuing Obligations) upon receipt of the amounts set forth in such Payoff Letter and including a release in customary form of all Liens with respect to the capital stock, property and assets of the Company and its Subsidiaries securing the obligations under the Credit Agreement.
Repayment of Funded Debt. At Closing, the Surviving Corporation shall repay in full all indebtedness of the Company and its Subsidiaries (as defined below) owing under (i) the Loan and Security Agreement dated June 27, 1996, as amended and in effect from time to time, between Fleet Capital Corporation and Labtec, and agreements and documents relating thereto (together, the "Fleet Facility"), and (ii) the Subordinate Loan and Warrant Purchase Agreement dated September 6, 1994, as amended and in effect from time to time, among Banc One Capital Partners Corporation, Banc One Capital Partners II, Limited Partnership and the Company, and agreements and documents relating thereto (together, the "Banc One Obligation") for borrowed money, together with all accrued and unpaid interest thereon through the Closing Date and all prepayment penalties and other obligations due in respect thereof upon repayment and termination (collectively, the "Funded Debt").
Repayment of Funded Debt. Prior to the Closing, the Company shall deliver to the Purchaser payoff letters from the lender (in the case of the Credit Documents) and the holders of Holders Loan Documents (and any other indebtedness for borrowed money to banks or financial institutions, if any), which payoff letters shall state the amount of the applicable Funded Debt owed to each such lender/holder and that, if such amount is paid to such respective lender/holder on the Closing Date (or thereafter, if any applicable per diem amounts are paid), such respective lender/holder will release any and all Liens that it may have with respect to the Company and its assets. At the Closing, the Purchaser shall pay in full (on behalf of the Company), or shall cause the Company to pay in full (and shall provide sufficient funds to the Company to enable it to make such payments), an amount equal to the Funded Debt as set forth in such payoff letters for the Closing Date by wire transfer of immediately available funds in the amounts and to the lenders identified in such payoff letters.
Repayment of Funded Debt. At least three (3) days prior to the Closing, Sellers shall notify Buyer of the amount necessary to repay at the Closing all Funded Debt. If Buyer elects to repay all Funded Debt at the Closing, the Sellers will arrange to have representatives of the lender or lenders present to, or will otherwise make provision for, tender to Buyer at the Closing evidence of the payment and discharge of the Funded Debt and releases of all security interests on the assets of the Company and the Subsidiaries securing the Funded Debt.
Repayment of Funded Debt. Subject to the receipt of the financing contemplated by the Commitment Letters and provided that Funded Debt (excluding Capitalized Leases) does not exceed the sum of (i) $229,500,000 plus (ii) Permitted Additional Debt, Merger Sub shall cause the Surviving Company to repay, at Closing, the amounts reflected in the payoff letters and releases with respect to the Fleet Credit Agreement, the Senior Subordinated Notes and the Aspen Credit Agreement described in Section 6.2(h)(ii).
Repayment of Funded Debt. Prior to the Closing, the Company shall deliver to the Acquiror a payoff letter from the administrative agent (in the case of the Credit Documents) and the holders of Holder Loan Documents (and any other indebtedness for borrowed money to banks or financial institutions, if any), which payoff letter shall state the amount of the applicable Funded Debt owed to such lender and that, if such amount is paid to such lender on the Closing Date (or thereafter, if any applicable per diem amounts are paid), such lender will release any and all Liens that it may have with respect to the Company, the Company Subsidiaries and their assets. At the Closing, the Acquiror shall pay in full (on behalf of the Company), or shall cause the Company to pay in full (and shall provide sufficient funds to the Company to enable it to make such payments), an amount equal to the Funded Debt as set forth in such payoff letters for the Closing Date by wire transfer of immediately available funds in the amounts and to the lenders identified such payoff letters. For the avoidance of doubt, though included in the calculation of Funded Debt, Capitalized Leases shall not be subject to this Section 3.5 (it being understood and agreed that Capitalized Leases shall remain outstanding as of immediately after the Closing).
