DISCHARGE OF INDEBTEDNESS AND LIENS Sample Clauses

DISCHARGE OF INDEBTEDNESS AND LIENS. Sellers and the ----------------------------------- Companies shall have provided for the payment in full of all Funded Indebtedness of the Companies and all extended credit from vendors at the Closing (other than customary accounts payable of the Companies in accordance with past practices). Such Funded Indebtedness as of May 31, 1996, is listed on Schedule 7.1(d) --------------- hereto. Sellers shall have also provided for the termination of all Encumbrances of record on the properties of the Companies, except for Permitted Encumbrances. Also, prior to the Closing, ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall take title to the Mercedes, the ▇▇▇▇ Deere Tractor, the Toyota Camary and the Chevrolet Suburban, and ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall assume all vehicle loans totaling approximately $22,000, for which he will pay Copy Service $9,000. In addition, the following indebtedness shall be paid at closing, and all security interests thereon shall be released as of the Closing: (i) the $355,000 shareholder note of ▇▇▇▇▇ ▇. ▇▇▇▇▇; and (ii) the $83,000 note owed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ in connection with the transfer to him of the Danka stock.

DISCHARGE OF INDEBTEDNESS AND LIENS. There being no Funded Indebtedness (other than capital leases) to retire, Mill▇▇ ▇▇▇ the Company shall have provided for the payment in full by the Company of all extended credit from vendors at the Closing (other than customary accounts payable outstanding on 90 day or less payment terms in accordance with past practices). Mill▇▇ ▇▇▇ll have also provided for the termination of all Encumbrances of record on the properties of the Company, except for Permitted Exceptions. All liens or UCC filings against the Purchased Assets shall have been terminated as of the Closing, except for liens securing capital leases.

DISCHARGE OF INDEBTEDNESS AND LIENS. Seller and the Company shall have provided for the payment in full by the Company of all Funded Indebtedness of the Company and all extended credit from vendors at the Closing (other than customary accounts payable outstanding on 90 day or less payment terms in accordance with past practices). Such Funded Indebtedness, if any, as of August 31, 1997, is listed on Schedule 7.1(d) hereto. Seller shall have also provided for the termination of all Encumbrances of record on the properties of the Company, except for Permitted Exceptions. All liens or UCC filings against the Company and each of the Subsidiaries or Affiliates of the Company which engaged in the Business, shall have been terminated as of the Closing.

DISCHARGE OF INDEBTEDNESS AND LIENS. The Company shall have ----------------------------------- provided for the payment in full of all Funded Indebtedness of the Company at the Closing or the Purchase Price will be reduced proportionately by the amount that such Funded Indebtedness exceeds $0 as of the Closing Date. Such Funded Indebtedness, if any, as of December 31, 1999, is listed on Schedule 7.1(d) --------------- hereto. The Company shall have also provided for the termination of all Encumbrances of record on the properties of the Company or the Business, except for Permitted Exceptions. All liens or UCC filings against the Company shall have been terminated as of the Closing, except for those relating to Permitted Exceptions.

DISCHARGE OF INDEBTEDNESS AND LIENS. The Company shall have provided for the payment in full by the Company of all Funded Indebtedness (other than capital lease obligations set forth in Exhibit J) of the Company and all extended credit from vendors at the Closing (other than customary accounts payable outstanding on 90 day or less payment terms in accordance with past practices). Such Funded Indebtedness, if any, as of December 31, 1997, is listed on the Financial Statements. Sellers shall have also provided for the termination of all Encumbrances of record on the properties of the Company, except for Permitted Exceptions. All liens or UCC filings against the Company or Affiliates of the Company which are engaged in the Business, shall have been terminated as of the Closing.

DISCHARGE OF INDEBTEDNESS AND LIENS. The Sellers and the ----------------------------------- Company shall have provided for the payment in full by the Company of all Funded Indebtedness of the Company, if any, that is not Permitted Funded Indebtedness. The Sellers shall have also provided for the termination of all Encumbrances of record on the properties of the Company, except for Permitted Exceptions. All liens or UCC filings against the Company other than Permitted Exceptions shall have been terminated as of the Closing.

DISCHARGE OF INDEBTEDNESS AND LIENS. The Seller and the Company shall have provided for the payment in full by the Company of all Funded Indebtedness of the Company and all extended credit from vendors at the Closing (other than customary accounts payable outstanding on 90 day or less payment terms in accordance with past practices). Such Funded Indebtedness, if any, as of December 31, 1997, is listed on Exhibit P hereto. The Seller shall have also provided for the termination of all Encumbrances of record on the properties of the Company, except for Permitted Exceptions. Except for those items set forth in Section 7.1(d) of the Disclosure Schedule, all liens or UCC filings against the Company shall have been terminated as of the Closing.

DISCHARGE OF INDEBTEDNESS AND LIENS. At or prior to the Closing, Sellers shall cause (A) to be paid in full (I) all amounts outstanding under the Target Company Group's overdraft facilities, up to a maximum of (pound)1,313,000 And (ii) all other indebtedness for borrowed money of each member of the Target Company Group to unAffiliated third parties, including any guarantee of indebtedness for borrowed money of any other Person and loans from minority stockholders and including without limitation all loans and obligations, as shown on the Liabilities Schedule, except to the extent permitted to be paid prior to the Closing Date by the Target Company Group in accordance with the Liabilities Schedule and except any obligations to be transferred as set forth in clause (c) of this Section 4.12, (B) all Liens (other than Permitted Liens) on any real or personal property owned or leased by any member of the Target Company Group to be terminated or otherwise discharged in the manner and to the extent provided in Section 2.7(a) and (C) that certain lease of the Property (as defined below), dated as of April 24, 1981, as amended, between Davi▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Thermalloy, Inc. to be transferred to the Sellers pursuant to an assignment and assumption agreement reasonably acceptable to Purchaser whereby the Sellers will assume all of Thermalloy Inc.'s obligations under the lease and will allow Thermalloy Inc. to continue to use the Property as long as it desires, subject to Thermalloy Inc.'s obligation to comply with all covenants of the lease, other than the obligation to pay rent, for the period from the Closing Date until Thermalloy, Inc. ceases to use the Property. At the Closing, the Target Company Group or, if the Target Company Group does not have sufficient available cash, the Purchaser, shall pay in full all amounts, if any, outstanding under the Target Company Group's overdraft facilities in excess of (pound)1,313,000, together with all interest accrued and unpaid on the indebtedness for borrowed money and guarantees thereof paid or discharged pursuant to the first sentence of this Section 4.12.

DISCHARGE OF INDEBTEDNESS AND LIENS. The amount contemplated by the parties to be applied to Bank Indebtedness as provided in Section 1.7(d) shall be sufficient to repay all of Holdings' and Elgar's Bank Indebtedness on the Closing Date; and the termination of all Liens with respect to such Bank Indebtedness shall have been provided for.