Repayment of Indebtedness; Release of Liens Sample Clauses

Repayment of Indebtedness; Release of Liens. Prior to or simultaneously with the Closing, Sellers shall, and shall cause the Subsidiaries to, discharge or cause to be discharged, all Closing Date Indebtedness of OFS ES and the Subsidiaries (including any prepayment penalties and costs associated therewith), and cause the release of all Encumbrances securing such Indebtedness.
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Repayment of Indebtedness; Release of Liens. At or prior to the Merger Effective Time, all existing Debt of the Acquired Companies, including all outstanding principal amounts, any interest accrued thereon and any other fees or expenses payable thereunder, under the 2005 GE Loan Agreement shall have been repaid or redeemed, any Encumbrances that existed in connection therewith shall have been released and discharged and the Company Parties shall have delivered to Parent evidence satisfactory to Parent of the foregoing.
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Repayment of Indebtedness; Release of Liens. The Seller and the Trust shall have delivered to the Buyer satisfactory evidence that the indebtedness secured by Liens on the Purchased Assets described in Section 3.12 will be repaid in full at Closing, and any commitments to lend thereunder will have been terminated, concurrently with the Closing.
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Repayment of Indebtedness; Release of Liens. On or prior to the Closing Date, the Seller shall have caused the Company and each Subsidiary to, at its sole cost and expense: (a) repay in full and otherwise discharge all Indebtedness set forth on Section 3.7(b) of the Disclosure Schedule; (b) obtain a full and unconditional release of any and all Liens imposed on the assets and properties of the Company and the Subsidiaries other than Permitted Liens; and (c) deliver to the Purchaser copies of all such payoff letters and releases, together with such other related documents as the Purchaser may reasonably request (including termination statements under Applicable Law), in each case in form and substance reasonably satisfactory to the Purchaser.
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Repayment of Indebtedness; Release of Liens. Other than Indebtedness set forth on Section 5.12 of the O-I Disclosure Schedule or as may be otherwise agreed by Buyer and Seller, all existing Indebtedness shall have been redeemed or repaid, any Liens that existed in connection therewith have been released and discharged and O-I and Seller shall have delivered to Buyer evidence satisfactory to Buyer of the foregoing.
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Repayment of Indebtedness; Release of Liens. Parent and Seller shall, at or immediately prior to the Closing, cause each of the Acquired Subsidiaries to pay all amounts owing in respect of indebtedness including (A) all obligations of any Acquired Subsidiary for borrowed money or evidenced by bonds, debentures, notes, letters of credit, or similar instruments, (B) all obligations as lessee under capital leases, (C) all obligations to pay the deferred purchase price of property or securities, except accounts payable arising in the ordinary course of business consistent with past practice, and (D) all similar obligations to others guaranteed by any Acquired Subsidiary or secured by a Lien or any of the assets of any Acquired Subsidiary. In addition, Parent and Seller shall, at or immediately prior to the Closing, cause each of the Acquired Subsidiaries to obtain the release of any Liens (other than Permitted Liens) on the properties and assets of the Acquired Subsidiaries.
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Repayment of Indebtedness; Release of Liens. Prior to or concurrently with the Closing, Seller shall, and shall cause its Subsidiaries to, discharge or cause to be discharged, all Indebtedness (other than obligations under capital leases reflected on the Interim Balance Sheet) of Seller and its Subsidiaries (including, without limitation, all prepayment penalties and costs associated therewith), and cause the release of all Encumbrances securing such Indebtedness, including without limitation those Encumbrances described in Item 3 of Section 3.4(a) of the Disclosure Schedule and Items 2 and 3 of Section 3.4(d) of the Disclosure Schedule (other than those Encumbrances securing capital lease obligations reflected on the Interim Balance Sheet).
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Repayment of Indebtedness; Release of Liens. No Indebtedness shall be outstanding after giving effect to the Closing. Parent shall have received (i) at the Closing, satisfactory payoff letters for all Indebtedness including that arising under the Assa Abloy Loan, setting forth the amount required to pay in full all obligations of the Company and its Subsidiaries owing to any holder of Indebtedness and that effective immediately upon the repayment of all such Indebtedness of all Liens, encumbrances and security interests on any property of the Company securing such Indebtedness will be released and terminated, and (ii) prior to or concurrently with the Closing Date, confirmation that there shall be no outstanding Indebtedness owing to any Person as of the Closing Date after giving effect to such transactions.
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Repayment of Indebtedness; Release of Liens. Prior to the Closing, Seller shall repay in full and retire all of the Indebtedness of the Company. At the Closing, Seller shall deliver or cause to be delivered to Parent documentation reasonably satisfactory to Parent evidencing any such repayment. The Seller acknowledges that neither Parent nor Purchaser is (directly or by virtue of the acquisition of the Company) assuming any Indebtedness of the Company or Seller. At or prior to the Closing, Seller shall also have provided documentation reasonably satisfactory to Parent that all Liens on the Company’s assets shall have been released.
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Related to Repayment of Indebtedness; Release of Liens

  • 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.

  • 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.

  • Payment of Indebtedness Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.

  • Treatment of Indebtedness Failure of Licensee to satisfy the financial obligations of this Agreement may result in the following: A. Imposition of a late fee, in accordance with the fee University process B. Revocation of the License Agreement

  • Subordination of Indebtedness Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Credit Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.

  • 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).

  • 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. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

  • CERTIFICATE OF INDEBTEDNESS A certificate signed by the officer of Maybank as to the monies for the time being due and owing to Maybank from the Cardmember shall be conclusive evidence or proof that the amount appearing therein is due and owing and payable by the Cardmember to Maybank.

  • Subordination of Intercompany Indebtedness Each Guarantor agrees that any and all claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, xxx for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor.

  • Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities, the NXP Notes and the Existing Secured Notes unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: (A) such Guarantee has been duly executed and authorized; and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.