Discharge of Indebtedness Sample Clauses

Discharge of Indebtedness. No later than the Closing Date, Northrop Grumman will discharge, and will cause each of its Subsidiaries and Affiliates (other than the Company or any of its Subsidiaries) to discharge, without cost to the Company or any of its Subsidiaries, any and all intercompany accounts and all intercompany Contracts, except as otherwise provided by this Agreement and the Ancillary Agreements. With respect to intra-company Indebtedness of the Company and its Subsidiaries, prior to the Closing Date, Northrop Grumman shall provide BCP with a schedule listing the debtor and creditor entities and the amount of such intra-company Indebtedness, and Northrop Grumman shall discharge or cause to be discharged prior to the Closing Date any such intra-company Indebtedness requested by BCP to be discharged, provided that such discharge shall not cause any adverse tax consequences or other costs to Northrop Grumman and its Affiliates that are not indemnified by Parent pursuant to this Agreement.

Discharge of Indebtedness. Subject to Section 9.06 hereof but otherwise notwithstanding anything to the contrary contained herein, it is hereby agreed that upon satisfaction or discharge by payment or otherwise of the whole of the Indebtedness all the provisions herein contained shall cease to be of any effect but without prejudice to the Chargee's rights and remedies against the Chargor in respect of any antecedent claim or breach of covenant.

Discharge of Indebtedness. The Sellers shall discharge all of their indebtedness and cause to be discharged all of the indebtedness of Renaissance, DCS and Applied Tactical Systems, Inc. promptly after the Closing out of the Purchase Price received hereunder.

Discharge of Indebtedness. Notwithstanding anything to the contrary contained herein, it is hereby agreed that on the satisfaction by payment or otherwise of the whole of the Indebtedness and other monies due under this Agreement and the other documents creating security for the Facility all the provisions herein contained shall cease to be of any effect but without prejudice to the Bank's rights and remedies against the Customer in respect of any antecedent claim or breach of covenant.

Discharge of Indebtedness. (a) Seller shall use reasonable efforts to arrange in writing with all holders of Outstanding Indebtedness of the Transferred Subsidiaries, after giving effect to the contributions to LLC contemplated by Section 6.2(c), for such holders to: (i) deliver a certificate at least three Business Days prior to Closing, indicating the complete payoff amount necessary to fully discharge the Indebtedness; (ii) in exchange for the pay-off of the Indebtedness, deliver an instrument (each, “Pay-Off Letter”) at Closing in favor of each of the Transferred Subsidiaries and their Affiliates evidencing an unconditional and complete discharge of the Indebtedness (including the full and unconditional release of Seller and Beneficiary or any of their respective Affiliates of any guarantees or pledges related thereto) and any obligations in respect thereof. (b) Any fees or expenses related to such Pay-Off Letters shall be paid one-half by Seller and one-half by Purchasing LLC; provided, that: (i) Seller shall not agree to any such fee or expense without the prior consent of Purchasing LLC, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) any portion of Purchasing LLC’s fees and expenses shall be paid directly by Purchasing LLC. (c) If notwithstanding the foregoing reasonable efforts with respect to the early repayment of the Indebtedness set forth on Schedule 6.13, Seller is unable to enter into the arrangements contemplated by clause (a) above, Seller agrees to defease such indebtedness in accordance with the terms of the governing document, in full, simultaneous with Closing. (d) Any additional amounts due as a result of a defeasance of the indebtedness contemplated by (c) above, in excess of the principal amount outstanding thereunder at Closing, must be paid by Seller; provided that Seller shall have the option to cause the Purchasers to pay either (x) $200,000 or (y) $400,000 of such costs; provided further that, Purchaser will not be required to pay more than total amount of such additional costs due as a result of such defeasance, taking into account amounts being paid by Seller.

Discharge of Indebtedness. The outstanding balance under (i) a line of credit extended to Kos Investments by Wachovia Bank N.A. and (ii) a loan from M▇▇▇ ▇▇▇▇▇▇▇ to Kos Investments pursuant to an unsecured promissory note and, in each case, all amounts due thereunder or under the applicable loan agreements or note, respectively, shall be fully paid and discharged at or prior to the Closing and Acquiror shall have received payoff and termination letters in a form reasonably satisfactory to Acquiror with respect to each such obligation (the “Payoff Letters”).

Discharge of Indebtedness. As evidenced by his execution hereof, except as otherwise provided herein, ▇▇▇▇▇▇ hereby waives and forgives any amounts owing to him by Lakota.

Discharge of Indebtedness. On the earliest to occur of (a) the date that the Warrant is Paid in Full, (b) the Discharge Date, or (c) the earlier termination of this Agreement by the City as permitted hereby, the entire outstanding balance of the Warrant shall be deemed paid, satisfied and discharged in full; and, all obligations of the City to make payments from the Warrant Fund shall cease. Any remaining amounts contained in the Warrant Fund as of such time shall be returned to the City to be used for any lawful purpose.

Discharge of Indebtedness. Subject always to the Bank's right of consolidation, it is hereby agreed that on the satisfaction by payment or otherwise of the whole of the Indebtedness due under this Agreement and the other Security Documents all the provisions herein contained shall cease to be of any effect but without prejudice to the Bank's rights and remedies against the Customer in respect of any antecedent claim or breach of covenant.