Common use of Debt Matters Clause in Contracts

Debt Matters. If requested by AGM, AHL shall provide reasonable cooperation to AGM, Tango Holdings, AHL Merger Sub and AGM Merger Sub in arranging for, at the Closing, the termination or redemption of existing indebtedness (including of the Existing Credit Facilities) (collectively, the “Existing Debt”) of AHL and its Subsidiaries and the procurement of customary payoff letters and other customary release documentation in connection therewith. In the event that AGM determines in its reasonable discretion that it is necessary or desirable to obtain amendments or consents to any of the Existing Debt on or prior to the Closing Date, then AHL shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to cooperate, and to cause its Representatives to cooperate, with AGM in connection with the arrangement and consummation of any such amendments or consents to the Existing Debt and in each case, if requested by AGM, AHL shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary, proper, or advisable in connection therewith; provided, that, (a) such requested cooperation does not unreasonably interfere with the ongoing operations of AHL and its Subsidiaries prior to the Closing Date and is not otherwise determined in the good faith reasonable discretion of AHL, after consultation with AGM, not to be in the best interests of AHL to undertake prior to the Closing Date, (b) AHL shall not be required to incur any liability under any such amendments to the Existing Debt prior to the Closing Date unless contingent upon the occurrence of the Closing, and (c) the Closing shall in no event be conditioned or contingent upon any amendments to the Existing Debt.

Debt Matters. If requested by AGM(a) Each of Heinz and Kraft shall, AHL shall cause their respective Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide reasonable cooperation to AGM, Tango Holdings, AHL Merger Sub and AGM Merger Sub with the other party in arranging for, at connection with the Closing, the termination or redemption of existing indebtedness (including refinancing of the Existing Specified Notes on the Closing Date (if not refinanced before by Kraft) and the Kraft Credit Facilities) Facility on the Closing Date (collectively, the “Existing DebtKraft Debt Refinancing”). (b) of AHL Kraft shall, shall cause the Kraft Subsidiaries to, and shall use its Subsidiaries reasonable best efforts to cause their respective Representatives to, provide reasonable cooperation with Heinz in arranging, consummating and the procurement of customary payoff letters and funding any other customary release documentation financing deemed reasonably necessary or advisable by Heinz in connection therewith. In with the event that AGM determines Transactions, including, in each case, making Kraft’s officers available to the arrangers and potential lenders of any such financings for a reasonable number of meetings at reasonable times, and providing all information reasonably requested by the arrangers and potential lenders of any such financings. (c) Kraft shall use its reasonable discretion that it is necessary or desirable best efforts to obtain amendments or consents to any of cause the Existing Debt on or administrative agent under the Kraft Credit Facility, by no later than the third Business Day prior to the Closing Date, then AHL shallto deliver to Kraft a customary payoff letter or similar document specifying the aggregate amount of obligations (including principal, interest, fees, expenses and other amounts payable under the Kraft Credit Facility) that will be outstanding as of the Closing Date. (d) Notwithstanding any other provision in this Section 6.06 (but subject to the following sentence), (i) neither Kraft nor any Kraft Subsidiary shall cause each of its Subsidiaries to, use commercially reasonable efforts be required to cooperate, and to cause its Representatives to cooperate, with AGM incur any monetary liability in connection with the arrangement and consummation of any such amendments financing or consents to the Existing Debt and in each case, if requested by AGM, AHL shall, and shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary, proper, or advisable in connection therewith; provided, that, (a) such requested cooperation does not unreasonably interfere with the ongoing operations of AHL and its Subsidiaries other arrangements contemplated under this Section 6.06 prior to the Closing Date and is or to cause any such arrangements to become effective or be funded prior to the Closing, (ii) nothing in this Section 6.06 shall require action to the extent that it would (A) cause any condition to Closing set forth herein to not be satisfied or otherwise determined cause any breach of this Agreement, (B) require Kraft or any Kraft Subsidiary to take any action that would conflict with or violate any organizational documents or would be reasonably expected to violate any Law or result in a breach of, or default under, any Contract or (C) unreasonably interfere in the good faith reasonable discretion operations of AHLKraft and the Kraft Subsidiaries, after consultation (iii) no Representative of Kraft or the Kraft Subsidiaries shall be required to take any corporate actions or provide approvals in connection with AGMany financing or refinancing, (iv) neither Kraft nor any of the Kraft Subsidiaries shall be required to execute prior to the Closing any definitive financing documents and (v) Heinz, Merger Sub I and Merger Sub II shall jointly and severally indemnify, defend and hold harmless Kraft and its Representatives, from and against any liability or obligation to any Person in connection with any action required or requested under this Section 6.06. The provisions of this Section 6.06(d) shall not apply to be in any refinancing of the best interests of AHL to undertake Specified Notes undertaken by Kraft prior to the Closing Date, (b) AHL shall not be required to incur any liability under any such amendments to the Existing Debt prior to the Closing Date unless contingent upon the occurrence of the Closing, and (c) the Closing shall in no event be conditioned or contingent upon any amendments to the Existing Debt.

Debt Matters. If requested by AGM(a) From and after the date of this Agreement, AHL shall provide reasonable cooperation to AGM, Tango Holdings, AHL Merger Sub and AGM Merger Sub through the earlier of the Closing and the date on which this Agreement is terminated in arranging for, at the Closingaccordance with Article VIII, the termination or redemption of existing indebtedness (including of the Existing Credit Facilities) (collectively, the “Existing Debt”) of AHL and its Subsidiaries and the procurement of customary payoff letters and other customary release documentation in connection therewith. In the event that AGM determines in its reasonable discretion that it is necessary or desirable to obtain amendments or consents to any of the Existing Debt on or prior to the Closing Date, then AHL Company shall, and shall cause each of its Subsidiaries and each of its and their Representatives to, use its respective commercially reasonable efforts to cooperateprovide all cooperation as may be reasonably requested by Parent to assist Parent in any repayment of the Company’s debt obligations at or following the Closing, and including in each case taking all customary actions as may be necessary or desirable to cause its Representatives to cooperate, with AGM in connection with the arrangement and consummation of effect any such amendments or consents to the Existing Debt and in each case, if requested by AGM, AHL shall, and transactions. (b) In no event shall cause its Subsidiaries to, execute and deliver such customary notices, agreements, documents, or instruments necessary, proper, or advisable in connection therewith; provided, that, this Section 6.19 (a) such requested cooperation does not unreasonably interfere with require the ongoing operations Company or any of AHL and its Subsidiaries to agree to or to pay any fees, incur or reimburse any costs or expenses, or make any payment, prior to the Closing Date and is not otherwise determined in the good faith reasonable discretion occurrence of AHL, after consultation with AGM, not to be in the best interests of AHL to undertake prior to the Closing Date, (b) AHL shall not be required to or otherwise incur any liability under or give any such amendments to the Existing Debt indemnities prior to the Closing Date unless contingent upon the occurrence of the Closing, and (b) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the Organizational Documents of the Company or any of its Subsidiaries, any applicable laws or any Contract, (c) require the Company or any of its Subsidiaries to execute or deliver any certificate, document, instrument or Contract that is effective prior to the Closing shall in no event be conditioned or contingent upon agree to any amendments change or modification of any existing certificate, document, instrument or Contract that is effective prior to the Existing DebtClosing (other than customary payoff letters), (d) require the Company or any of its Subsidiaries or their respective Representatives to enter into, execute or deliver any Contract, or agree to any change or modification to any Contract, that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur, or (e) require cooperation to the extent it would unreasonably disrupt or interfere with the conduct of the business or operations of the Company or its Subsidiaries. (c) Parent will indemnify, defend and hold harmless the Company and its Subsidiaries and its and their Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties suffered or incurred by any of them in connection with any actions taken at the request of Parent pursuant to this Section 6.19.