Target Debt. 42 ARTICLE 6 - CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . 42 6.1 Conditions to Obligations of Each Party . . . . . . . 42 6.2 Additional Conditions to Obligation of Target . . . . 44 6.3 Additional Conditions to Obligation of Purchaser. . . 46
Target Debt. Target (a) acknowledges that it is aware that Purchaser may determine to solicit, or request Target to solicit, consents to amend certain covenants contained in the indenture relating to Target's outstanding 9.50% senior notes due 2003 (the "Senior Notes") (the "Solicitation") and (b) agrees (i) that, if Purchaser determines to so commence the Solicitation, Purchaser and Target will cooperate in good faith with each other in connection with the Solicitation (including the possibility that Purchaser may determine to act as co-obligor or guarantor of the Senior Notes or to provide any other reasonable incentives that may be needed to successfully complete the Solicitation), and (ii) that, if Purchaser so requests, Target will commence and make the Solicitation, upon terms and conditions as advised by, and with the good faith cooperation of, Purchaser (it being understood, however, that the prior occurrence of the Closing will be a condition to the closing of the execution of any supplemental indenture). All expenses and fees of such Solicitation (including the expenses and fees of any investment banker and any registration statement determined by Purchaser to be necessary) shall be paid by Purchaser.
Target Debt. The Target Debt is nil.
Target Debt. Target has no debt that is secured by Target Bank Common Stock.
Target Debt. 3 Tax..........................17
Target Debt. Pursuant to (i) Section (b)(ii)(e) of that certain Letter Agreement, dated August 4, 2006 (the “Letter Agreement”), among SLE, Parent, Tarvalón, EPOF, OPPS, Xxxx Xxx/DE France S.A.S. (“Xxxx Xxx/DE”), Smithfield and Xxxx Xxx Charcuterie S.A. (“SLC”) and (ii) Article II of that certain Claim Assignment Agreement, dated as of August 4, 2006 (the “Assignment Agreement”) by and between Xxxx Xxx/DE, SLC, Tarvalón, EPOF, OPPS and Smithfield, each of EPOF, OPPS, Smithfield and Tarvalón agreed to jointly and severally to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) all such further documents, at EPOF’s, OPPS’s, Smithfield’s and Tarvalón’s cost, as may be required by law or as may be necessary or reasonably desirable to implement the transactions contemplated by the Letter Agreement and the Assignment Agreement. Each of EPOF, OPPS, Smithfield and Tarvalón agrees to indemnify the other parties, their affiliates and their respective members, directors, officers, employees and agents against, and agrees to hold each of them harmless from, any damage, loss, liability, cost, charge, fee, penalty, tax or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) incurred or suffered by them arising out of, or relating to, the breach by such party of (x) Section(b)(ii)(e) of the Letter Agreement and/or (y) Article II of the Assignment Agreement.
Target Debt. Acquiror shall pay $1,004,539.45 (the “Mohan Debt Payment”) to Xxxxxxx Xxxxx at Closing in satisfaction of all obligations of Target under the Amended and Restated Promissory Note dated June 16, 2005 and effective May 5, 2005 with a principal amount of $995,600 (the “Mohan Note”). Acquiror shall pay $1,307,063.87 (the “Xxxxx Debt Payment”) to Xxxxxxx X. Xxxxx at Closing in satisfaction of all obligations of Target under the Amended and Restated Promissory Note dated June 16, 2005 and effective May 5, 2005, as amended to date with a principal amount of $1,239,238.63 (the “Xxxxx Note”). The sum of the Mohan Debt Payment and Xxxxx Debt Payment is referred to herein as the “Target Debt Payments.”
Target Debt. The Target Debt outstanding immediately prior to the Workflow Acquisition (and in the case of the Post Closing Cancelled Second Lien Principal Amount (as defined in the First Lien Term Loan Credit Agreement as in effect at the Closing Date) outstanding immediately after the Workflow Acquisition and then immediately cancelled on the Closing Date in exchange for the issuance of the Workflow Warrant) shall have been amended and restated and assumed by Borrowers so as to become the Term Loans pursuant to the Term Loan Amendment Agreement and the Term Loan Credit Agreements.
Target Debt. Immediately prior to the Effective Time, all ----------- outstanding debt of Target, excluding debt incurred in connection with capital lease lines ("Target Debt"), shall be converted into Target Common Stock. All Target Debt is listed on Schedule 2.1(d) attached hereto, the principal amount of which shall not exceed, without the prior written consent of Acquiror, $1,750,000 in the aggregate. An updated Schedule 2.1(d) of Target Debt shall be delivered by Target to Acquiror on the Closing Date.
Target Debt. All outstanding Target Debt shall have been ----------- converted into Target Common Stock effective prior to the Effective Time.
