Satisfaction of Obligations to Creditors Sample Clauses

Satisfaction of Obligations to Creditors. At or prior to the Closing Date, the Transferor Parties will satisfy or cause to be satisfied all obligations of a Transferor owed to its creditors or take other action or obtain other consents necessary to permit the Acquiror to obtain clear title to the Transferred Assets free of all Liens other than for Assumed Liabilities, and the Transferor Parties will deliver or cause to be delivered to the Acquiror termination statements, releases and other appropriate evidence requested by Parent to the effect that no Liens against the Transferred Assets other than Liens for Assumed Liabilities exist as of the completion of the Closing.
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Satisfaction of Obligations to Creditors. At or prior to the Closing Date, the Sellers will satisfy or cause to be satisfied all obligations of the Sellers owed and due to its creditors as of the Closing Date or take other action or obtain other Consents necessary to permit the Purchaser to obtain clear title to the Purchased Assets free of all Encumbrances other than Permitted Encumbrances, and the Sellers will deliver or cause to be delivered to the Purchaser termination statements and releases (if applicable) and other appropriate evidence reasonably requested by the Purchaser to the effect that no Encumbrances against the Purchased Assets other than Permitted Encumbrances exist as of the completion of the Closing. 5.7 Confidentiality (a) The parties agree to continue to abide by that certain Confidentiality Agreement between ClickDealer Cyprus and the Purchaser dated October 20, 2022 (the “Confidentiality Agreement”). Beginning on the date of this Agreement, neither any Seller nor any of their respective Affiliates will waive any right under any other nondisclosure agreement previously entered into by any Seller and any other
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Satisfaction of Obligations to Creditors. At or prior to the Closing Date, the Sellers will satisfy all obligations of the Sellers owed to its creditors or take other action or obtain other consents necessary to permit the Purchaser to obtain clear title to the Purchased Assets free of all Encumbrances, and the Sellers will deliver to the Purchaser termination statements, releases and other appropriate evidence requested by the Purchaser to the effect that no Encumbrances against the Purchased Assets exist as of the completion of the Closing.
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Satisfaction of Obligations to Creditors. At or prior to the Closing Date, the Company shall satisfy any and all obligations of the Company owed to its creditors necessary to permit Buyer to obtain clear title to the Acquired Assets, and evidence of the same shall be delivered by the Company to the Parent and the Buyer.
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Satisfaction of Obligations to Creditors. Except as set forth on Schedule 5.13, at or prior to the Closing Date, the Transferor Parties will satisfy or cause to be satisfied all obligations of the Transferors owed to their respective creditors and take any other actions or obtain other consents necessary to permit Acquiror or its Designated Affiliate to obtain clear title to the Transferred Assets free of all Liens other than for Assumed Liabilities, and the Transferor Parties will deliver or cause to be delivered to Acquiror payoff letters, termination statements, releases and other appropriate evidence requested by Parent to the effect that no Liens against the Transferred Assets other than Liens for Assumed Liabilities exist as of the completion of the Closing. At or prior to the Closing Date, the Transferor Parties will satisfy or cause to be satisfied all outstanding loans owed to third parties by any of the Companies and will deliver or cause to be delivered to Acquiror such evidence of the same as may be requested by Parent.
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Satisfaction of Obligations to Creditors. At or prior to the applicable Closing Date, the Seller Parties will satisfy all obligations of the Seller Parties owed to their respective creditors, except future payment obligations in connection with Permitted Debt, or take other action or obtain other consents necessary to permit the Purchaser to obtain clear title to the Purchased Securities free of all Encumbrances, and the Seller Parties will deliver to the Purchaser termination statements, releases and other appropriate evidence requested by the Purchaser to the effect that no Encumbrances against the Purchased Securities or any assets of the Acquired Companies or the Labor Company exist as of the completion of the applicable Closing.
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Satisfaction of Obligations to Creditors. At or prior to the Closing Date, the Sellers will use their commercially reasonable best efforts to permit the Purchaser to obtain clear title to the Purchased Assets free of all Encumbrances, and the Sellers will use their commercially reasonable best efforts to deliver to the Purchaser termination statements, releases and other appropriate evidence requested by the Purchaser to the effect that no Encumbrances against the Purchased Assets exist as of the completion of the Closing. For the avoidance of doubt, commercially reasonable best efforts shall include satisfying all Liabilities giving rise to such Encumbrances that are reasonably determined in good faith by the Sellers to be undisputed and seeking any necessary legal or equitable remedy to remove all such Encumbrances for which all such Liabilities have been satisfied. Notwithstanding any other provision in this Agreement to the contrary, if on the Closing Date, the Sellers are unable to sell, convey, assign, transfer and deliver to the Purchaser the Purchased Assets free and clear of all Encumbrances arising after the date hereof and such Encumbrances arise in respect of Liabilities incurred by the Sellers on or prior to the date hereof, the Purchaser shall be entitled to waive such conditions to Closing set forth in Section 6.1 that may not be satisfied as a result of such Encumbrances. If on the Closing Date, the Sellers are unable to sell, convey, assign, transfer and deliver to the Purchaser the Purchased Assets free and clear of all Encumbrances arising after the date hereof in respect of Liabilities incurred by the Sellers after the date 52 hereof, the Purchaser’s sole and exclusive remedy shall be to terminate this Agreement pursuant to Article VII.
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Satisfaction of Obligations to Creditors. At or prior to the Closing Date, the Seller will satisfy all obligations of the Seller owed to its creditors or take other action or obtain other consents necessary to permit the Purchaser to obtain clear title to the Purchased Assets free of all Encumbrances (except with respect to the Assumed Loan Documents), and the Seller will deliver to the Purchaser termination statements, releases and other appropriate evidence requested by the Purchaser to the effect that no Encumbrances against the Purchased Assets exist as of the completion of the Closing (except with respect to the Assumed Loan Documents).
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Related to Satisfaction of Obligations to Creditors

  • Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

  • Affirmation of Obligations Each of the Credit Parties hereby acknowledges, agrees and affirms (a) its obligations under the Credit Agreement and the other Loan Documents, including, without limitation, its guaranty obligations thereunder, (b) that such guaranty shall apply to the Obligations in accordance with the terms thereof, (c) the grant of the security interest in all of its assets pursuant to the Loan Documents and (d) that such liens and security interests created and granted are valid and continuing and secure the Obligations in accordance with the terms thereof.

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Fulfillment of Obligations Any obligation of any party to any other party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed to have been performed, satisfied or fulfilled by such party.

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Reaffirmation of Obligations Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Confirmation of Obligations Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Payment of Obligations Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

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