Repayment of Loans and Advances. Purchaser has made a loan to Sellers that is evidenced by a promissory note listed on Schedule 2.07. Purchaser may provide additional financing arrangements, directly or indirectly, to Sellers or to third parties for the benefit of Sellers prior to Closing including loans, loan guarantees, loan commitments, purchase of outstanding loan obligations, letters of credit or other similar arrangements. Schedule 2.07 shall be amended from time to time prior to Closing to reflect the entry of any such additional financing arrangement. Each such financing arrangement, including the principal and any interest, fees or other payments thereon, shall constitute a Liability which must be paid at or prior to Closing by the Sellers. Purchaser in its discretion may repay any such outstanding financing arrangement directly and credit the amount of such payment against the Purchase Price.
Repayment of Loans and Advances. Prior to or at the Closing, all loans and advances made by any Acquired Company to any previous or current shareholder or any previous or current employee of any Acquired Company or any entity controlled by any of them will be repaid along with all accrued interest and as of the Closing, no outstanding amounts will be due to any Acquired Company from any such shareholder or employee or any such controlled entity. No Acquired Company will forgive any such Indebtedness nor will it disperse funds by way of bonus or otherwise to any such shareholder or employee or any such controlled entity for the direct or indirect purpose of providing funds to repay such loans or advances. Each Acquired Company will repay any check payable or debt-like instruments payable to any Shareholder by such Acquired Company, except to the extent such check payable or debt-like instrument is included as a current liability in the calculation of Consolidated Working Capital as of the Closing Date.
Repayment of Loans and Advances. Unless otherwise determined by the affirmative majority vote of the Members, prior to any distributions of cash or other property to the Members, any and all loans and advances (and accrued interest thereon) made to the Company shall be repaid, first, to Persons other than Members, and second, to the Members and/or their Affiliates.
Repayment of Loans and Advances. If any Party=s Interest is purchased under the terms of this Agreement, then, at the settlement: All loans or advances between the Seller and Pennwood or the Limited Partnerships shall become due and payable in full. If Pennwood or the Limited Partnerships owe money to the Seller, then the net amount of such loans or advances shall be payable in full to the Seller at the settlement. If the Seller owes money to either Pennwood or the Limited Partnership, then the net amount of such loans or advances shall be payable in full to Pennwood or the Limited Partnerships at the settlement, which sum shall be paid by the Seller from the proceeds received from the sale of such Interests at settlement.
Repayment of Loans and Advances. Except as set forth in Section 2.2, prior to or at the Closing, all loans and advances made by any Acquired Entity or Subsidiary to any previous or current equityholder or any previous or current employee of any Acquired Entity, Subsidiary or any entity controlled by any of them will be repaid along with all accrued interest and as of the Closing, no outstanding amounts will be due to any Acquired Entity or Subsidiary from any such equityholder or employee or any such controlled entity. No Acquired Entity or Subsidiary will forgive any such Indebtedness nor will it disperse funds by way of bonus or otherwise to any such equityholder or employee or any such controlled entity for the direct or indirect purpose of providing funds to repay such loans or advances. Each Acquired Entity or Subsidiary will repay any check payable or debt-like instruments payable to any Equityholder by such Acquired Entity or Subsidiary, except to the extent such check payable or debt-like instrument is included as a current liability in the calculation of Consolidated Working Capital as of the Closing Date.
Repayment of Loans and Advances. Prior to or at the Closing, all loans and advances made by the Acquired Company to the Shareholders or any entity controlled by any of them, including without limitation those described on Exhibit 2.6 attached hereto, shall be repaid along with all accrued interest and as of the Closing, no outstanding amounts shall be due to the Acquired Company from the Shareholders or any such controlled entity. The Acquired Company shall not forgive any such indebtedness nor shall it disburse funds by way of bonus or otherwise to the Shareholders for the direct or indirect purpose of providing funds to repay such loans or advances.
Repayment of Loans and Advances. Except as set forth on Schedule 7.8, prior to or at the Closing, all loans and advances made by the Acquired Company or Fast Food Services to any previous or current shareholder or any previous or current employee of the Acquired Company or Fast Food Services or any entity controlled by any of them shall be repaid along with all accrued interest and as of the Closing, no outstanding amounts shall be due to the Acquired Company or Fast Food Services from any such shareholder or employee or any such controlled entity. At or prior to the Closing, Holsum Holdings, the Acquired Company and Fast Food Services shall terminate all guarantees or letters of credit with respect to any obligations of or for the benefit of any Affiliates of Holsum Holdings, Fast Food Services and the Acquired Company. Neither the Acquired Company nor Fast Food Services shall forgive any such Indebtedness nor shall it disperse funds by way of bonus or otherwise to any such shareholder or employee or any such controlled entity for the direct or indirect purpose of providing funds to repay such loans or advances. With respect to the Indebtedness owed to the Acquired Company set forth on Schedule 7.8, the amount of each such loan shall be offset as of the Closing against amounts owed to Xxxxxx by the Acquired Company and set forth on Schedule 1.1(a). Upon such offset, the full amount of the loan from each such entity will be deemed to have been paid to the Acquired Company, and will thereafter be deemed to be a loan from Xxxxxx to the applicable entity. Each party acknowledges that the offset contemplated herein is for convenience and will be treated and reported for accounting, tax, and all other purposes as if (a) Xxxxxx were paid the full amount owing to him as set forth in Schedule 1.1(a), (b) Xxxxxx loaned the full amount due to the Acquired Company from each such entity to the borrowing entity and (c) the borrowing entity used such monies to repay its loan from the Acquired Company.
Repayment of Loans and Advances. Excluding any intercompany accounts receivable and accounts payable between ACIC and ARMGA, prior to or at the Closing, all loans and advances made by the Acquired Companies to the Shareholders or any entity controlled by any of them shall be repaid along with all accrued interest and as of the Closing, no outstanding amounts shall be due to the Acquired Companies from the Shareholders or any such controlled entity. The Acquired Companies shall not forgive any such indebtedness nor shall it disburse funds by way of bonus or otherwise to the Shareholders for the direct or indirect purpose of providing funds to repay such loans or advances.
Repayment of Loans and Advances. Prior to or at the Closing, the Acquired Company shall cause, and the Shareholders shall direct the Company to cause, all loans and advances made by the Acquired Company to the Shareholders, any family members or affiliates of the Shareholders or any employee of the Acquired Company or any entity controlled by any of them to be repaid along with all accrued interest and all other sums due thereunder, and as of the Closing, no outstanding amounts shall be due to the Acquired Company from the Shareholders, any family members or affiliates of the Shareholders or any employee or any such controlled entity. The Acquired Company shall not forgive any such indebtedness nor shall it disperse funds by way of bonus or otherwise to the Shareholders, any family members or affiliates of the Shareholders or any employee or any such controlled entity for the direct or indirect purpose of providing funds to repay such loans or advances.
