Settlement of Indebtedness. The Company covenants and agrees to settle or payoff any of the Indebtedness listed on Schedule 3.20 prior to the Closing Date.
Settlement of Indebtedness. Subject to the terms and conditions hereinafter set forth, the Creditor hereby agrees to accept the issuance by the Company to the Creditor of a number of Warrants equal to the amount of the Indebtedness divided by a price of $0.021 US per Warrant as payment in full of the Indebtedness.
Settlement of Indebtedness. 2.1 The Company and the Subscriber acknowledge that:
(a) the balance currently due from the Company to the Subscriber pursuant to the Indebtedness is an aggregate amount of $3,012,337 HKD (approximately $388,564.68 USD); and
(b) the Company and the Subscriber agree to apply the entire amount of the Indebtedness inclusive of any accrued and unpaid interest in payment of the Purchase Price and, upon delivery of a signed copy of this Subscription Agreement to the Subscriber together with certificates evidencing the Common Shares registered as provided in this Subscription Agreement (the "Share Certificates"), the Purchase Price shall be fully paid (and the date of repayment shall be the date that the Share Certificates are issued) subject to the conditions hereof.
Settlement of Indebtedness. 2.1 The Company and the Subscriber acknowledge that:
(a) the balance currently due from the Company to the Subscriber pursuant to the Indebtedness is an aggregate amount of CDN$26,945.26; and
(b) the Company and the Subscriber agree to apply the entire amount of the Indebtedness inclusive of any accrued and unpaid interest in payment of the Subscription Proceeds and, upon delivery of a signed copy of this Subscription Agreement to the Subscriber together with certificates evidencing the Common Shares registered as provided in this Subscription Agreement (the "Share Certificates"), the Subscription Proceeds shall be fully paid (and the date of repayment shall be the date that the Share Certificates are issued) subject to the conditions hereof.
Settlement of Indebtedness. 3.1 The Company and the Creditor agree to offset the full amount of the Purchase Price against the full amount of the Indebtedness.
3.2 Forthwith upon the execution of this Agreement by the Creditor and the Company, the Company agrees to deliver to the Creditor a share certificate representing the Shares issuable under this Agreement.
3.3 Upon the delivery by the Company of the share certificate representing the Shares issuable under this Agreement, the Creditor agrees to remise, release and forever discharge the Company and its respective directors, officers, servants and agents (collectively the “Releasees”) from any and all debts, obligations, claims, demands, dues, actions and causes of action whatsoever, at law or in equity, and whether known or unknown, suspected or unsuspected which the Creditor has or may in the future have against the Releasees or any of them with respect to any matter relating to the Indebtedness, whether on account of principal, interest or otherwise.
Settlement of Indebtedness. 5.1 In case of any default on loan principal, interest or any other amount payable by the Guarantee upon maturity of such indebtedness, the Guarantor shall, within 7 days after receiving the notification from the Obligee, settle such indebtedness with the Obligee in a lump sum and in accordance with the instruction on amount, currency, settlement method, settlement date and place etc. of the notification.
5.2 The notification of the Obligee is final and binding upon the Guarantor except for obvious errors.
Settlement of Indebtedness. 5.1. The Seller shall procure that effective as per Completion:
(a) all indebtedness due from the Seller or any of its respective Affiliates to the Companies, if any, is satisfied in full;
(b) all indebtedness due from the Companies to the Seller or any of its respective Affiliates, if any, is satisfied in full; and
(i) the Companies are released from any guarantee, indemnity, surety, letter of comfort, Encumbrance or other similar liabilities given or incurred by it for the benefit of the Seller or any of its respective Affiliates, whether actual or contingent, in each case without any additional costs, expenses or damages for the Companies and (ii) the Seller and any of its respective Affiliates (as the case may be) have irrevocably waived, to the extent required in advance, any right of recourse against the Companies they have or may have.
5.2. The Seller shall indemnify and hold harmless the Purchaser and the Company against any breach of the covenants in clause 5.1.
Settlement of Indebtedness. As full and final payment and satisfaction of the Debt, the Issuer will on the Closing Date (as defined herein) deliver to the Creditor the Settlement Shares as duly issued, fully paid and non-assessable common shares in the capital of the Issuer registered in the name of the Creditor and the Creditor will accept the Settlement Shares as full and final payment and settlement of the Debt. The parties acknowledge and agree that as at and from the Closing Date (as defined below) the parties will have no further obligations to each other in relation to the Debt.
Settlement of Indebtedness. 7.1. The Sellers shall procure that effective as per Closing:
(a) all indebtedness due from any Seller or any of their respective Affiliates to each Group Company, if any, is satisfied in full;
(b) all indebtedness due from any Group Company to any Seller or any of their respective Affiliates, if any, is satisfied in full (other than regular invoices from Nordend B.V. sent in the ordinary course and not related to the transaction); and
(i) each Group Company is released from any guarantee, indemnity, surety, letter of comfort, Encumbrance or other similar liabilities given or incurred by it for the benefit of any Seller or any of their respective Affiliates, whether actual or contingent, in each case without any additional costs, expenses or damages for a Group Company and (ii) each Seller and any of their respective Affiliates (as the case may be) have irrevocably waived, to the extent required in advance, any right of recourse against each Group Company they have or may have).
7.2. The Sellers shall indemnify and hold harmless the Purchasers and each Group Company against any breach of the covenants in clause 7.1.
Settlement of Indebtedness. Amershadian hereby represents and warrants to CoActive that, excluding the Restricted Shares, he is the owner of record of 163,196 shares of Common Stock (the "Shares"), which are subject to CoActive's first-priority perfected security interest. Concurrently with the execution of this Agreement (i) all Stock Options shall terminate and cease to be exercisable, and (ii) Amershadian shall sell and transfer all of the Shares to the persons identified on Schedule 1 hereto (the "Purchasers"), at a price per Share equal to 85% of the average closing sales price of the Common Stock on the Nasdaq Capital Market for the five trading days preceding the date of this Agreement. CoActive's lien and security interest on the Shares shall attach to the proceeds of such sale, which shall be paid by the Purchasers directly to CoActive and applied against the oustanding indebtedness under the Note. By his execution hereof, Amershadian authorizes CoActive and its agents to cause the Shares to be transferred to the Purchasers upon receipt by CoActive of the purchase price therefor as provided herein, and in connection therewith Amershadian hereby appoints CoActive and its agents as his attorney-in-fact and proxy with full authority and in his name or otherwise, to take any action and to execute any instrument to effect such transfer. Upon receipt by CoActive of such payment for the Shares (i) all of Amershadian's remaining indebtedness under the Note shall be cancelled and deemed to have been satisfied in full, and (ii) CoActive's lien and security interest on any other assets of Amershadian shall be released. CoActive shall from time to time execute such releases as Amershadian may reasonably request to evidence such release. CoActive may amend Schedule 1 to this Agreement without Amershadian's consent to reflect any change in the Purchasers of the Shares.
