Debt Offers. (a) Properties shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, ...
Debt Offers. On or prior to the Closing Date, the Company shall have consummated the Debt Offers, unless failure to consummate the Debt Offers was a result of a failure by Acquisition to perform any covenant or condition contained in the Offer Documents or this Agreement or the inaccuracy of any representation or warranty of Acquisition contained therein.
Debt Offers. NTL and Partners will each use its respective reasonable best efforts to obtain, upon terms and conditions which are reasonably satisfactory to NTL, the consents of the holders of its various debt securities in order to permit the Amalgamation. The costs, fees and expenses payable by Partners in connection with its debt offer shall be subject to the reasonable approval of NTL.
Debt Offers. (a) Each party will provide the Company with any information that may be reasonably requested in order to effectuate the preparation of the Debt Offer Documents. The Company will provide each other party and their respective counsel with a reasonable opportunity to review the Debt Offer Documents prior to the time such documents are first published, sent or given to holders of the First Priority Notes and the Second Priority Notes. The Company, the Buyers and the Sellers each agree to correct any information provided by it for use in the Debt Offer Documents that shall have become false or misleading in any material respect.
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Debt Offers. NTL and Transferors will each use their respective reasonable best efforts to obtain, upon terms and conditions which are reasonably satisfactory to NTL, any required consents of the holders of the various debt securities of NTL and Diamond in order to permit the transactions contemplated hereby. The costs, fees and expenses payable by Diamond in connection with its debt offer, if required, shall be subject to the reasonable approval of NTL.
Debt Offers. The Debt Offers shall have been commenced and consummated.
Debt Offers. 29 ARTICLE VI
Debt Offers. At or before the Effective Time and subject to the Funding, Merger Sub shall have received evidence that the terms of the Senior Subordinated Notes and the Subordinated Notes shall have been amended, to the reasonable satisfaction of Merger Sub, as to the matters provided in Section 2.12 of the CCI Disclosure Schedule. At or before the Effective Time and subject to the Funding, CCI shall have purchased the Senior Subordinated Notes and the Subordinated Notes as contemplated by Section 2.12.
Debt Offers. Prior to the Partnership Merger Effective Time, (i) the requisite consents specified in Section 2.10(a) of the Company Disclosure Letter shall have been received under the Debt Offers with respect to the Non-Callable Notes, and the Company, the Operating Partnership and certain of their Subsidiaries and the respective trustees shall have executed the supplemental indentures described in Section 2.10 of this Agreement to the respective indentures governing the Non-Callable Notes, such supplemental indentures to be delivered and become effective promptly following the receipt of the required consents with the amendments provided for therein to become operative upon the acceptance of Notes for payment pursuant to the Debt Offers and concurrently with the closing of the Mergers; and (ii) (1) all of the Redemption Notes shall have been redeemed as contemplated by Section 2.11(a), or (2) to the extent that there are any 10.50% Senior Notes due 2009 outstanding immediately prior to the Partnership Merger Effective Time, the requisite consents specified in
