Credit Facility Matters. If requested by Parent, the Company shall provide reasonable cooperation to Parent and Merger Sub in arranging for, at the Closing, the termination of existing indebtedness (including of the Existing Credit Facilities) of the Company and its Subsidiaries and the procurement of customary payoff letters in connection therewith. In the event that Parent determines in its reasonable discretion that it is necessary or desirable to obtain amendments to any of the Existing Credit Facilities on or prior to the Closing Date in order to, among other things, permit the consummation of the Transactions, then the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to cooperate, and to cause its Representatives to cooperate, with Parent in connection with the arrangement and consummation of any such amendments to the Existing Credit Facilities; provided, that, (a) such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries prior to the Closing Date, (b) the Company shall not be required to incur any liability under any such amendments to the Existing Credit Facilities prior to the Closing Date unless contingent upon the occurrence of the Closing, (c) such amendments do not constitute a significant modification within the meaning of Treasury Regulations Section 1.1001-3 unless contingent upon the occurrence of the Closing and (d) the Closing shall in no event be conditioned or contingent upon any amendments to the Existing Credit Facilities.
Credit Facility Matters. Simultaneously with the Closing (a) the Sellers shall have received all necessary consents (and lien releases and/or terminations with respect to the Company Interests) under the Seller Credit Facilities, (b) the Company Credit Facility shall have been repaid in full and the administrative agent thereunder shall have deliver to Buyer (in form and substance reasonably acceptable to Buyer) releases and/or terminations, as applicable, of all mortgages and security interests relating to the Company Credit Facility and/or the Assets, and
Credit Facility Matters. At the written request of Parent to be provided at least ten days prior to the Effective Time, the Company shall provide any requisite notices to terminate the Existing Credit Facility as of the Effective Time, with such notices being conditional upon the effectiveness of the consummation of the transactions contemplated hereby, and shall request and use reasonable best efforts to obtain and deliver to Parent at the Effective Time a payoff letter (or confirmation that no amounts are then outstanding under the Existing Credit Facility and that all commitments, guaranties and security interest thereunder have been terminated) from the agent under the Existing Credit Facility in form and substance reasonably satisfactory to the Company and Parent with respect thereto.
Credit Facility Matters. Buyer shall have received the consent of its (or its Affiliates) lenders under its (or its Affiliates) senior credit facility to the transactions contemplated by this Agreement.
Credit Facility Matters. The Assets shall not be encumbered by any liens or security interests that secure the Seller Credit Facility.
Credit Facility Matters. The conditions contemplated by Section 7.5 shall have been satisfied.
Credit Facility Matters. If either (a) an unremedied Event of Default (as defined in the Credit Facility as in effect on the date hereof or any Replacement Credit Facility) exists under the Credit Facility or any Replacement Credit Facility, all relevant cure periods have expired, to which no waiver by the lenders thereunder applies and the lenders thereunder give notice to the Company to declare all outstanding Debt thereunder immediately due and payable in accordance with the terms thereof or (b) the Company voluntarily declares bankruptcy, or files a petition, or seeks protection, under any federal or state bankruptcy, insolvency or reorganization law, then the Series B Members shall have the right, but not the obligation, to offer to cure such default by directly acquiring from the lenders all, but not less than all, of the rights and obligations (including all Commitments (as defined in the Credit Facility in effect as of the date hereof or any Replacement Credit Facility) and all Loans (as defined in the Credit Facility in effect as of the date hereof or any Replacement Credit Facility) of all of the lenders under the Credit Facility or any Replacement Credit Facility, as applicable.
Credit Facility Matters. Simultaneously with the Closing (a) the Sellers shall have received all necessary consents (and lien releases and/or terminations with respect to the Company Interests) under the Seller Credit Facilities, (b) the Company Credit Facility shall have been repaid in full and the administrative agent thereunder shall have deliver to Buyer (in form and substance reasonably acceptable to Buyer) releases and/or terminations, as applicable, of all mortgages and security interests relating to the Company Credit Facility and/or the Assets, and (c) the Company shall have received all necessary consents with respect to the Company Derivatives (at the Sellers’ expense).
