Extinguishment of Debt Sample Clauses
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Extinguishment of Debt. Upon the performance by the Company and US Ecology of their respective obligations undertaken in Section 2.1, 2.2, 2.3, 2.4 and 2.5 of this Agreement, (i) except as provided in subsection (ii) below, all Indebtedness of the Company and its Subsidiaries to the Bank under the Notes, the Third Amended Credit Agreement, all Loan Documents, all Prior Agreements and any amendments, modifications, restatements, waivers, extensions or other agreements related thereto, shall be fully paid, performed and discharged; and (ii) upon the full and complete performance of this Agreement by the Bank and the Company and its Subsidiaries, no contractual obligations exist between the Bank and the Company and its Subsidiaries, except those undertaken in accordance with the Warrant, the Ward ▇▇▇ley Interest Agreement, the Releases (including the indemnity provisions in favor of the Bank retained and referenced therein), the Assignment Agreement, the Letter of Credit and related collateral provided for in Section 2.9 hereof, the collateral documents provided for in Section 2.12 hereof, and those identified in Section 6.1 of this Agreement.
Extinguishment of Debt. All outstanding debts and obligations, whether current or long-term, of the Company, including but not limited to promissory notes, will be extinguished upon the Closing of this Agreement except as expressly set forth on a schedule to this Agreement.
Extinguishment of Debt. At or prior to the Closing, to be effective on the Closing, SUN will pay off all shareholder notes, inter-company debt, and other notes and liabilities, except those incurred in the ordinary course of its business as described in Section 7.1(d) of this Agreement. SUN and Sellers covenant that only liabilities incurred in the ordinary course of SUN's business, as described in Section 7.1(d) herein, will be outstanding on the Closing Date.
Extinguishment of Debt. Prior to the Closing Date, the following obligations shall be paid, extinguished and have a zero balance:
(a) all obligations for borrowed money, including the Convertible Promissory Note to First Trilogy, LLC (the “First Trilogy Note”);
(b) all amounts due to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and
(c) payroll liabilities for all periods through the Closing Date,
(d) contemporaneously with the Closing and after receipt of the Shares, the Company shall pay $400,000 to First Trilogy, LLC, or its designee, in partial payment of the First Trilogy Note.
Extinguishment of Debt. Upon the performance of the parties of their obligations under Sections 1, 2 and 3, the Debt shall be extinguished.
Extinguishment of Debt. Other than the Permitted Company Debt, all outstanding debts and obligations, whether current or long term, of the Company will be extinguished immediately prior to the Closing.