Indebtedness and Transaction Expenses Sample Clauses

Indebtedness and Transaction Expenses. At Closing, the Purchaser shall also make the following payments: (a) The Purchaser shall pay, on behalf of the Corporation and, to the extent applicable, the other members of the Group, that portion of the Indebtedness payable to the Paid-Out Creditor thereof (which amount shall be the amount set forth in the applicable Pay-Out Letter) in immediately available funds in such manner as directed by such Paid-Out Creditor and, subsequent to Closing, the Corporation shall, as consideration, issue shares in the capital of the Corporation to the Purchaser equal to the fair market value of such payments immediately following the acquisition of the Purchased Securities hereunder; (b) The Purchaser shall pay, as per Vendors’ Delegate instructions, on behalf of the Vendors, the Estimated Closing Transaction Expenses (other than the Transaction Bonuses) pursuant to those wire transfer instructions provided by the Vendors’ Delegate. (c) The Purchaser shall pay, or cause to be paid, as per Vendors’ Delegate instructions, on behalf of the Vendors, the Transaction Bonuses to the account of the Corporation in accordance with those wire transfer instructions provided by the Vendors’ Delegate, and, in turn, the Corporation shall pay or cause such amounts to be paid: (A) to the recipients and in the amounts set forth in bonus payment instruction letter provided to Purchaser and the Corporation by the Vendors’ Delegate, and (B) to each Tax Authority the applicable amount payable to such Tax Authority in satisfaction of the employee Tax withholding obligations attributable to the Transaction Bonuses and the employer portion of any payroll or employment Taxes arising from, or due and payable with respect to the Transaction Bonuses (and for greater certainty, all such amounts so paid shall under this Section 2.5.3(c) shall be included in Transaction Expenses or purposes of calculating the Aggregate Purchase Price under Section 2.2 hereof).

Indebtedness and Transaction Expenses. None of the Target Entities shall have any Indebtedness or any Liabilities for Transaction Expenses as of the Closing except for Indebtedness or any Liabilities for Transaction Expenses included in the final determination of Closing Net Cash.

Indebtedness and Transaction Expenses. Three (3) days prior to the Closing, the Company shall provide Parent with (a) a certificate signed by a duly authorized officer of the Company setting forth the amount necessary to repay in full all Indebtedness of the Company as of the Closing Date and a good faith estimate of all unpaid Transaction Fees and Expenses, and (b) a copy of “payoff” letters from the lenders in connection with the Indebtedness reasonably acceptable to Parent confirming that all Encumbrances relating to such Indebtedness will be removed by the lenders effective upon payment to the lenders of the amounts set forth in the payoff letters. At the Closing, Parent will pay, or cause the Surviving Corporation to pay, all unpaid Transaction Fees and Expenses of the Company as set forth in the certificate delivered pursuant to this Section 5.12. At or prior to the Closing, the Company will cause the guarantee of the Company described on Schedule 3.6(b) to be released.

Indebtedness and Transaction Expenses. The Sellers shall pay or cause to be paid in full (including by Purchaser at the direction of the Sellers out of the Purchase Price pursuant to Section 2.5(b)(iii)), on or prior to Closing, all Indebtedness and Transaction Expenses.

Indebtedness and Transaction Expenses. Prior to the Closing, Seller shall (or shall cause the applicable Chesapeake Company to) pay in full all outstanding or owed Indebtedness and Seller Transaction Expenses in accordance with (a) with respect to Indebtedness, the Payoff Letters, and (b) with respect to Seller Transaction Expenses, invoices, each delivered to Parent within a reasonable period of time prior to Closing and in form and substance reasonably satisfactory to Parent. Parent and Remington shall be responsible for paying any Parent Transaction Expenses.

Indebtedness and Transaction Expenses. All Indebtedness and Transaction Expenses of Seller or any of its Affiliates to the extent arising out of or related to the Business, any Transferred Asset or Assumed Liability;

Indebtedness and Transaction Expenses. At the Closing, Parent will pay, or will cause the Surviving Corporation to pay, all Indebtedness outstanding as of the Closing Date and all unpaid Transaction Fees and Expenses of the Company as of the Closing Date, each as specified by the Company. One (1) day prior to the Closing, the Company shall provide Parent with (a) a copy of the "payoff" letters from the lenders in connection with the Indebtedness, (b) a copy of the letters from such lenders confirming that all Encumbrances relating to such Indebtedness will be removed by the lenders effective upon payment to the lenders of the amounts set forth in the payoff letters and (c) a complete and accurate itemization of any other Indebtedness and a good faith estimate of all unpaid Transaction Fees and Expenses of the Company.

Indebtedness and Transaction Expenses. Schedule 4.21 sets forth a listing of all Indebtedness and Transaction Expenses (including the amount) and the Contracts under which such Indebtedness or Transaction Expenses exist.

Indebtedness and Transaction Expenses. Notwithstanding anything to the contrary herein, the Purchaser Indemnified Parties shall not have any right to indemnification pursuant to Section 8.02(c) to the extent such claim arises following the date that is one (1) year following the Closing Date.