Payment of Closing Indebtedness Clause Samples

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Payment of Closing Indebtedness. No less than three (3) Business Days prior to the Closing Date, the Company shall deliver, or caused to be delivered to the Parent, final payoff letters with respect to the Closing Indebtedness in customary form and reasonably acceptable to Parent. On the Closing Date, the Parent shall repay, or cause to be repaid, on behalf of the Company, the Closing Indebtedness by wire transfer of immediately available funds to the accounts designated by the holders of such Indebtedness.
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Payment of Closing Indebtedness. At Closing, Buyer shall pay, on behalf of the Company or the Subsidiary as applicable, any Indebtedness for borrowed money referred to in limbs (a) and (b) of the definition of Indebtedness that is incurred but unpaid as of the Closing and for which the Management Sellers have delivered to Buyer a payoff letter from the relevant creditor setting forth all amounts (in principal, interest, commissions, fees and accessories) due by the Company or the Subsidiary, as applicable, including, without limitation, all breakage costs or additional costs or penalties due in connection with the early repayment of such Indebtedness (the Closing Indebtedness), by wire transfer of immediately available funds to the bank account(s) specified in the relevant payoff letters and Funds Flow Memorandum (for the avoidance of doubt, the Closing Indebtedness shall not be deducted from the Closing Payment In Cash to be paid to the Sellers to the extent such amounts have been included in the Net Cash Amount, including the Estimated Net Cash Amount used to calculate the Provisional Consideration).
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Payment of Closing Indebtedness. At the Closing, the Purchaser shall pay and discharge (or cause to be paid and discharged), on behalf of the Company and Elmwood, all Closing Indebtedness evidenced on the Estimated Purchase Price Calculation Statement, by wire transfer of immediately available funds pursuant to written instructions provided to the Purchaser by the Seller concurrently with the delivery of the Estimated Purchase Price Calculation Statement.
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Payment of Closing Indebtedness. Purchaser will pay and discharge, or cause to be paid and discharged, all Closing Indebtedness identified by the Company by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Company. Prior to the Closing Date, the Company will provide Purchaser with customary pay off letters from all holders of Closing Indebtedness, and will make arrangements reasonably satisfactory to Purchaser for those holders to provide to Purchaser recordable form lien releases, canceled notes and other documents reasonably requested by Purchaser simultaneously with Closing.
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Payment of Closing Indebtedness. At the Closing, Purchaser shall pay and discharge (or cause to be paid and discharged), on behalf of the Companies, all Closing Indebtedness by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Sellers concurrently with the delivery of the Estimated Purchase Price Calculation Statement. On or before the Closing Date, the Sellers will provide Purchaser with customary pay-off letters from all holders of Closing Indebtedness to be so paid and will make arrangements reasonably satisfactory to Purchaser for such holders to provide to Purchaser recordable form Lien releases and other documents reasonably requested by Purchaser simultaneously with or promptly following the Closing. The parties hereto acknowledge that the Company Transaction Expenses are obligations of the Companies and the Sellers, as the case may be, incurred on, before or after the Closing Date, and nothing in this Agreement shall be deemed to make them obligations of Purchaser.
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Payment of Closing Indebtedness. (a) On or before the Closing, the EnTrust Contributor shall pay (or cause to be paid), by wire transfer of immediately available funds, to the creditor Persons or bank accounts specified in the EnTrust Payoff Letters the amounts indicated therein in full satisfaction of the Closing Indebtedness of the EnTrust Entities; and (b) On or before the Closing, the Permal Contributor shall pay (or cause to be paid), by wire transfer of immediately available funds, to the creditor Persons or bank accounts specified in the Permal Payoff Letters the amounts indicated therein in full satisfaction of the Closing Indebtedness of the Permal Entities.
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Payment of Closing Indebtedness. Buyer will pay and discharge all Closing Indebtedness identified by Seller by wire transfer of immediately available funds, according to payment instructions provided by Seller at least two (2) Business Days before Closing. Seller will provide Buyer with customary payoff letters in a form reasonably approved by Buyer from all holders of all Closing Indebtedness, and will make arrangements reasonably satisfactory to Buyer for such holders to provide to Buyer simultaneous with or promptly after Closing lien releases, canceled notes, and other documents reasonably requested by Buyer.
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Payment of Closing Indebtedness. At or immediately prior to the Closing, Buyer shall repay, or cause to be repaid, on behalf of the Company and each of its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Closing Indebtedness by wire transfer of immediately available funds to the account(s) designated in the payoff letters delivered pursuant to Article 6.07.
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Payment of Closing Indebtedness. All Indebtedness owed to the Company from any Person shall have been repaid in full at the Closing.
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Related to Payment of Closing Indebtedness

  • Company Indebtedness To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions required to facilitate (a) the termination of commitments in respect of the Company Credit Agreement and Zions Facility and the repayment in full of all obligations in respect of any Indebtedness incurred under the Company Credit Agreement or the Zions Facility, and (b) the termination, repayment, redemption or defeasance of any other Indebtedness for borrowed money incurred by any of the Company and its Subsidiaries after the date of this Agreement and the repayment in full of all obligations in respect of such Indebtedness (it being understood that the Company shall promptly and, in any event, no later than ten days prior to the Merger Closing Date notify Parent of the amount of any such Indebtedness incurred or to be incurred and expected to be outstanding on the Merger Closing Date), and the release of any Encumbrances securing any such Indebtedness described in the foregoing clauses (a) and (b) and guarantees in connection therewith on the Merger Closing Date. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall deliver to Parent (A) at least three Business Days prior to the Merger Closing Date, a draft payoff letter and (B) at least one Business Days prior to the Merger Closing Date, executed payoff letters, with respect to the Company Credit Agreement and the Zions Facility (the “Company Payoff Letters”) in form and substance customary for transactions of this type and in all events subject to Parent’s reasonable consent, from the lenders or other applicable third party (or an authorized agent on behalf thereof) to whom such Indebtedness is owed, which Company Payoff Letters together with any related release documentation shall, among other things, include the payoff amount (the “Company Payoff Amounts”) and provide that Encumbrances (and guarantees), if any, granted in connection therewith relating to the assets, rights and properties of the Company and its Subsidiaries securing the Company Credit Agreement and Zions Facility and any other obligations secured thereby, shall, upon the payment of the Company Payoff Amounts at or prior to the Merger Closing, be released and terminated (and, as promptly as possible following the Merger Closing if not delivered prior to such time, as applicable, termination instruments or release filings of all such Encumbrances securing such Indebtedness, in form and substance reasonably satisfactory to Parent).

  • Existing Indebtedness (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of the Closing Date after giving effect to the Acquisition (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15 and as provided in the Mortgage.

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Prepayment of Indebtedness At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower.

  • Payment of Indebtedness Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.