Existing Company Indebtedness. (a) The Company shall deliver to Parent copies of payoff letters specifying the aggregate amount required to be paid to fully satisfy all obligations (including principal, interest fees, breakage costs, premiums, expenses and other amounts payable under the Existing Credit Agreement but excluding contingent indemnification obligations and other obligations that expressly survive the termination of the Existing Credit Agreement) that will be outstanding as of the Closing under the Existing Credit Agreement and providing for the release, simultaneously with the receipt of payment thereunder, of all Liens and other security over the properties and assets of the Company and its Subsidiaries securing all such obligations. (b) Subject to Section 7.10(c), Section 7.10(d) and Section 7.10(e), if requested by Parent in writing, the Company shall to the extent permitted by the Existing Indenture use its commercially reasonable efforts to (i) at the Closing, issue a notice of optional redemption (collectively, the “Existing Notes Redemption Notice”) for all of the outstanding principal amount of Existing Senior Notes pursuant to the requisite provisions of the Existing Indenture in accordance with the time period contemplated thereby, (ii) cooperate with Parent to commence (A) one or more offers to purchase any or all of the Existing Senior Notes for cash or (B) one or more offers to exchange any or all of the Existing Senior Notes for securities issued by Company, Parent or any of Parent’s Affiliates, (iii) cooperate with Parent to conduct one or more consent solicitations to obtain from the requisite holders of the Existing Senior Notes consent to certain amendments to or waivers under the Existing Indenture or (iv) at the Closing, take actions reasonably requested by Parent that are reasonably necessary for the satisfaction, discharge or defeasance of Existing Senior Notes pursuant to the applicable provisions of the Existing Indenture, and shall satisfy, discharge or defease, as applicable, such Existing Senior Notes at the Closing in accordance with the terms of the Existing Indenture (the transactions contemplated by the foregoing clauses (i) through (iv), collectively, the “Existing Notes Transactions”); provided that (I) any purchases or exchanges by the Company pursuant to clause (ii), the entry into any supplemental indenture, amendment or waiver of the Existing Indenture pursuant to clause (iii), the satisfaction, discharge or defeasance of the Existing Senior Notes pursuant to clause (iv) and any other action described in this Section 7.10(b) that can be conditioned on the occurrence of the Closing, will be so conditioned (unless otherwise requested in writing by Parent and agreed by the Company and approved by the Special Committee), (II) no offer to purchase or offer to exchange pursuant to clause (ii) or consent solicitation pursuant to clause (iii) shall conflict with or violate any Applicable Law (it being understood that the Company shall not be required to take any action that, in the reasonable judgment of the Company based on advice of legal counsel, does not comply with Rule 14e-1 promulgated under the Exchange Act) and (III) on or prior to the earlier of the Effective Time and the time the Company is required to pay for any offer to purchase, offer to exchange, consent solicitation, Table of Contents satisfaction, discharge or defeasance in accordance with this Section 7.10(b), Parent shall deposit, or cause to be deposited, with the holders of the Existing Senior Notes, the trustee under the Existing Indenture or other applicable agent or intermediary cash or cash equivalents sufficient to effect such offer to purchase, offer to exchange, consent solicitation, satisfaction, discharge or defeasance (and in the event of any loss or deficiency with respect to the funds deposited with such holders, trustee, or other agent or intermediary Parent shall deposit additional funds sufficient to satisfy such offer to purchase, offer to exchange, consent solicitation, satisfaction, discharge or defeasance, as applicable). (c) Parent shall prepare all necessary and appropriate documentation in connection with any Existing Notes Transaction, including the Existing Notes Redemption Notice, any certificates, opinions (which opinions, for the avoidance of doubt, shall be delivered by counsel to the Parent and not counsel to the Company), agreements or other documents, as applicable; provided that the Company shall timely furnish the trustee with such executed officers’ certificates and other documentation prepared by Parent and reasonably requested by the Parent or trustee in connection with the Existing Notes Transaction. The delivery of any documents to the trustee or to the holders of any Existing Senior Notes in connection with any Existing Notes Transaction shall be subject to the prior review of, and comment by, the Company and its legal counsel, and shall be reasonably acceptable to them. (d) In connection with any Existing Notes Transaction, Parent may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements with such parties so selected and shall timely furnish the dealer manager(s), information agent(s), depositaries and other agents with such executed officers’ certificates and other documentation prepared by Parent and reasonably requested by the Parent, dealer manager(s), information agent(s), depositaries and other agents in connection with an Existing Notes Transaction; provided that (i) neither the Company nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Company nor any of its Subsidiaries shall be a party or have any obligations under, in each case, that are effective prior to the Closing and (ii) neither the Company nor any of its Subsidiaries (or any of their counsel) shall be required to deliver any legal opinions in connection with any Existing Notes Transactions. (e) To the extent the Closing does not occur, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company, any of its Subsidiaries or any of their respective Representatives in connection with any actions taken in connection with Section 7.10 and the Existing Notes Transactions. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with Existing Notes Transactions and any action taken by them in connection therewith and any action taken pursuant to this Section 7.10.
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Samples: Agreement and Plan of Merger (Sonic Financial Corp), Merger Agreement (Speedway Motorsports Inc)
Existing Company Indebtedness. (a) The Company shall deliver to Parent copies of payoff letters specifying the aggregate amount required to be paid to fully satisfy all obligations (including principal, interest fees, breakage costs, premiums, expenses and other amounts payable under the Existing Credit Agreement but excluding contingent indemnification obligations and other obligations that expressly survive the termination of the Existing Credit Agreement) that will be outstanding as of the Closing under the Existing Credit Agreement and providing for the release, simultaneously with the receipt of payment thereunder, of all Liens and other security over the properties and assets of the Company and its Subsidiaries securing all such obligations.
(b) Subject to Section 7.10(c), Section 7.10(d) and Section 7.10(e), if requested by Parent in writing, the Company shall to the extent permitted by the Existing Indenture use its commercially reasonable efforts to (i) at the Closing, issue a notice of optional redemption (collectively, the “Existing Notes Redemption Notice”) for all of the outstanding principal amount of Existing Senior Notes pursuant to the requisite provisions of the Existing Indenture in accordance with the time period contemplated thereby, (ii) cooperate with Parent to commence (A) one or more offers to purchase any or all of the Existing Senior Notes for cash or (B) one or more offers to exchange any or all of the Existing Senior Notes for securities issued by Company, Parent or any of Parent’s Affiliates, (iii) cooperate with Parent to conduct one or more consent solicitations to obtain from the requisite holders of the Existing Senior Notes consent to certain amendments to or waivers under the Existing Indenture or (iv) at the Closing, take actions reasonably requested by Parent that are reasonably necessary for the satisfaction, discharge or defeasance of Existing Senior Notes pursuant to the applicable provisions of the Existing Indenture, and shall satisfy, discharge or defease, as applicable, such Existing Senior Notes at the Closing in accordance with the terms of the Existing Indenture (the transactions contemplated by the foregoing clauses (i) through (iv), collectively, the “Existing Notes Transactions”); provided that (I) any purchases or exchanges by the Company pursuant to clause (ii), the entry into any supplemental indenture, amendment or waiver of the Existing Indenture pursuant to clause (iii), the satisfaction, discharge or defeasance of the Existing Senior Notes pursuant to clause (iv) and any other action described in this Section 7.10(b) that can be conditioned on the occurrence of the Closing, will be so conditioned (unless otherwise requested in writing by Parent and agreed by the Company and approved by the Special Committee), (II) no offer to purchase or offer to exchange pursuant to clause (ii) or consent solicitation pursuant to clause (iii) shall conflict with or violate any Applicable Law (it being understood that the Company shall not be required to take any action that, in the reasonable judgment of the Company based on advice of legal counsel, does not comply with Rule 14e-1 promulgated under the Exchange Act) and (III) on or prior to the earlier of the Effective Time and the time the Company is required to pay for any offer to purchase, offer to exchange, consent solicitation, Table of Contents satisfaction, discharge or defeasance in accordance with this Section 7.10(b), Parent shall deposit, or cause to be deposited, with the holders of the Existing Senior Notes, the trustee under the Existing Indenture or other applicable agent or intermediary cash or cash equivalents sufficient to effect such offer to purchase, offer to exchange, consent solicitation, satisfaction, discharge or defeasance (and in the event of any loss or deficiency with With respect to the funds deposited with such holdersExisting Term Loan Credit Agreement, trustee, or other agent or intermediary Parent shall deposit additional funds sufficient to satisfy such offer to purchase, offer to exchange, consent solicitation, satisfaction, discharge or defeasance, as applicable).
(c) Parent shall prepare all necessary and appropriate documentation in connection with any Existing Notes Transaction, including the Existing Notes Redemption Notice, any certificates, opinions (which opinions, for the avoidance of doubt, shall be delivered by counsel to the Parent and not counsel to the Company), agreements or other documents, as applicable; provided that the Company shall timely furnish the trustee with such executed officers’ certificates and other documentation prepared by Parent and reasonably requested by the Parent or trustee in connection with the Existing Notes Transaction. The delivery of any documents to the trustee or to the holders of any Existing Senior Notes in connection with any Existing Notes Transaction shall be subject to the prior review of, and comment by, the Company and its legal counsel, and shall be reasonably acceptable to them.
(d) In connection with any Existing Notes Transaction, Parent may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements with timely deliver all notices and take all other administrative actions required to facilitate, in each case to be effective as of the Closing Date, the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such parties so selected loans or obligations and guarantees in connection therewith.
(b) With respect to the Existing ABL Credit Agreement, Company shall, and shall cause its Subsidiaries to, timely furnish deliver all notices and take all other administrative actions required to facilitate, in each case to be effective as of the dealer manager(sClosing Date, either (i) the termination of commitments, repayment in full of all outstanding loans or other obligations, release of any Liens securing such loans or obligations and guarantees in connection therewith and replacement of or cash collateralization of any issued letters of credit or (ii) in a manner reasonably satisfactory to Parent, the unconditional release of Company and the Company Subsidiaries from their obligations thereunder and the unconditional termination of any Liens on any Company Assets.
(c) Without limiting the generality of Section 6.14(a) and Section 6.14(b), information agent(s)Company shall, depositaries and other agents with such executed officers’ certificates shall cause its Subsidiaries to, use reasonable best efforts to deliver in form and other documentation prepared by Parent and substance reasonably acceptable to Parent, (i) (A) customary payoff letters as may be reasonably requested by Parent or the Parent, dealer manager(s), information agent(s), depositaries Financing Sources setting forth the amounts necessary to pay off in full all Closing Debt under the Existing Term Loan Credit Agreement and the Existing ABL Credit Agreement as of the Closing Date (if applicable) and releasing all related Liens and (B) Uniform Commercial Code termination statements and other agents similar release documents in connection with an Existing Notes Transaction; provided that (i) neither the Company nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Company nor any of its Subsidiaries shall be a party or have any obligations under, in each case, that are effective prior to the Closing foregoing and (ii) neither final invoices reflecting the Transaction Expenses under clause (A) of the definition thereof from the applicable payees thereof.
(d) Prior to the Effective Time, Company nor shall (i) issue a notice of optional redemption for all of the outstanding aggregate principal amount of the Existing Notes in accordance with the Existing Notes Indenture in order to effect a redemption on the Closing Date (the “Existing Notes Redemption”); provided that such redemption notice shall be subject to and conditioned upon the occurrence of the Effective Time, and (ii) provide any other cooperation reasonably requested by Parent (which shall not require the payment of funds by Company or its Subsidiaries (or any other than for the Existing Notes Redemption) to facilitate the Existing Notes Redemption, effective as of their counsel) and conditioned upon the occurrence of the Effective Time. Company shall not be required to deliver take any legal opinions action, to the extent it determines, after consultation with outside counsel, that such action would reasonably be expected to violate the terms of any Contract to which it is a party. Following the date hereof, Company shall not enter into any binding agreements in connection with any respect of the Existing Notes Transactionswithout the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned).
(e) To Prior to the extent the Closing does not occurEffective Time, Company will, if requested by Parent, use reasonable best efforts to cooperate with and assist Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company, any of its Subsidiaries or any of their respective Representatives in connection with (i) terminating any actions taken hedge instruments relating to the Existing Notes at or as promptly as practicable following the Effective Time and (ii) any discussions, negotiations or agreements with the counterparties to such hedge instruments with respect to any determination, adjustment, cancellation, termination, exercise, settlement or computation in connection with Section 7.10 and the Existing Notes Transactions. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with Existing Notes Transactions and any action taken by them in connection therewith and any action taken pursuant to this Section 7.10such hedge instruments.
Appears in 1 contract
Existing Company Indebtedness. (a) The Company shall deliver to Parent copies of payoff letters specifying the aggregate amount required to be paid to fully satisfy all obligations (including principal, interest fees, breakage costs, premiums, expenses and other amounts payable under the Existing Credit Agreement Agreements but excluding contingent indemnification obligations and other obligations that expressly survive the termination of the Existing Credit AgreementAgreements) that will be outstanding as of the Closing under the Existing Credit Agreement Agreements and providing for the release, simultaneously with the receipt of payment thereunder, of all Liens and other security over the properties and assets of the Company and its Subsidiaries securing all such obligations.
(b) The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to promptly commence, at Parent's expense, after the receipt of a written request from Parent to do so, tender offers to purchase, and/or consent solicitations with respect to, one or more series of Existing Senior Notes on such terms and conditions as specified by Parent and in compliance with all applicable terms and conditions of the Existing Indenture (collectively, the "Existing Notes Offers"); provided that (i) the provisions of Section 6.15(e) and Section 6.15(f) shall have been satisfied, and shall continue to be satisfied, in all respects, (ii) Parent shall have provided the Company with drafts of the offer to purchase, related letter of transmittal and other related documents (collectively, the "Existing Notes Offer Documents") and (iii) the closing of any Existing Notes Offer shall be conditioned on the Closing and shall otherwise comply with all applicable Laws and SEC rules and regulations. The terms and conditions specified by Parent for any Existing Notes Offer shall be only such terms and conditions as are customarily included in offers to purchase debt securities similar to the applicable Existing Senior Notes and in similar situations and shall otherwise be in compliance with all applicable Laws and the terms and conditions of the Existing Indenture. Nothing in this Section 6.15 or in any other provision of this Agreement shall require the Company or any of its Affiliates to purchase, or accept for purchase, any Existing Senior Notes tendered or otherwise submitted for payment prior to the Effective Time.
(c) Subject to Section 7.10(c), Section 7.10(d6.15(e) and Section 7.10(e6.15(f), if requested by Parent in writing, in lieu of commencing Existing Notes Offers for any Existing Senior Notes (or in addition thereto) pursuant to Section 6.15(b), the Company shall to the extent permitted by the Existing Indenture use its commercially reasonable efforts to (i) at the Closing, issue a notice of optional redemption (collectively, the “"Existing Notes Redemption Notice”") for all of the outstanding principal amount of one or more series of Existing Senior Notes pursuant to the requisite provisions of the Existing Indenture in accordance with the time period contemplated thereby, or (ii) cooperate with Parent to commence (A) one or more offers to purchase any or all of the Existing Senior Notes for cash or (B) one or more offers to exchange any or all of the Existing Senior Notes for securities issued by Company, Parent or any of Parent’s Affiliates, (iii) cooperate with Parent to conduct one or more consent solicitations to obtain from the requisite holders of the Existing Senior Notes consent to certain amendments to or waivers under the Existing Indenture or (iv) at the Closing, take actions reasonably requested by Parent that are reasonably necessary for the satisfaction, discharge and/or defeasance of one or defeasance more series of Existing Senior Notes pursuant to the applicable provisions of the Existing Indenture, and shall redeem or satisfy, discharge or and/or defease, as applicable, such Existing Senior Notes at the Closing in accordance with the terms of the Existing Indenture (the transactions contemplated by the foregoing clauses (i) through (iv), collectively, the “"Existing Notes Transactions”Redemption"); provided that (I) to the extent that any purchases or exchanges by the Company pursuant to clause (ii), the entry into any supplemental indenture, amendment or waiver of the Existing Indenture pursuant to clause (iii), the satisfaction, discharge or defeasance of the Existing Senior Notes pursuant to clause (iv) and any other action described in this Section 7.10(bclause (i) that or (ii) can be conditioned on the occurrence of the Closing, it will be so conditioned (unless otherwise requested in writing by Parent and agreed by the Company and approved by the Special Committee)conditioned, (II) no offer to purchase or offer to exchange pursuant to clause (ii) or consent solicitation pursuant to clause (iii) shall conflict with or violate any Applicable Law (it being understood that the Company shall not be required to take any action thatand, in the reasonable judgment of the Company based on advice of legal counsel, does not comply with Rule 14e-1 promulgated under the Exchange Act) and (III) on or prior to the earlier of the Effective Time and the time the Company is required to pay for any offer to purchase, offer to exchange, consent solicitation, Table of Contents satisfaction, discharge or defeasance in accordance with this Section 7.10(b)Time, Parent shall deposit, or cause to be deposited, with the holders of the Existing Senior Notes, the trustee under the Existing Indenture or other applicable agent or intermediary cash or cash equivalents sufficient to effect such offer to purchase, offer to exchange, consent solicitationredemption, satisfaction, discharge or and/or defeasance (and in the event of any loss or deficiency with respect to the funds deposited with such holders, trustee, or other agent or intermediary trustee Parent shall deposit additional funds sufficient to satisfy such offer to purchase, offer to exchange, consent solicitationredemption, satisfaction, discharge or and/or defeasance, as applicable).
(cd) In the event that the Company commences an Existing Notes Offer, the Company covenants and agrees that, promptly following any related consent solicitation expiration date, assuming the requisite consents are received, each of the Company and its applicable Subsidiaries as is necessary shall (and shall use their commercially reasonable efforts to cause the trustee under the Existing Indenture to) execute a supplemental indenture to such Existing Indenture, which shall implement the amendments described in the applicable Existing Notes Offer Documents, subject to the terms and conditions of this Agreement (including the conditions to the Existing Notes Offers); provided, however, that in no event shall the Company, any of its Subsidiaries or any of their respective officers, directors or other representatives, have any obligation to authorize, adopt or execute any supplemental indenture or other agreement that would become effective prior to the Closing. Concurrently with the Closing, Parent shall cause the Surviving Corporation to accept for payment and thereafter promptly pay for, any Existing Senior Notes that have been validly tendered pursuant to and in accordance with the Existing Notes Offers and not properly withdrawn using funds provided by Parent.
(e) Parent shall prepare all necessary and appropriate documentation in connection with any Existing Notes TransactionOffers and Existing Notes Redemptions, including the Existing Notes Offer Documents and the Existing Notes Redemption Notice, any certificates, opinions (which opinions, for the avoidance of doubt, shall be delivered by counsel to the Parent and not counsel to the Company), agreements or other documents, as applicable; provided provided, that the Company shall use commercially reasonable efforts to timely furnish the trustee with such executed officers’ certificates ' certificates, legal opinions and other documentation prepared by Parent and reasonably requested by the Parent or trustee in connection with any Existing Notes Offers and Existing Notes Redemptions. The Company shall, no less frequently than weekly, or to the extent reasonably requested, more frequently, keep Parent reasonably informed regarding the status, results and timing of the Existing Notes TransactionOffers. The delivery of any documents to the trustee Existing Notes Offer Documents (including all amendments or supplements thereto) and all mailings to the holders of any Existing Senior Notes in connection with any Existing Notes Transaction Offers and Existing Notes Redemptions shall be subject to the prior review of, and comment by, the Company and its legal counsel, and shall be reasonably acceptable to them. If, at any time prior to the completion of the Existing Notes Offers, the Company or any of its Subsidiaries, on the one hand, or either Parent or Merger Sub, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Existing Notes Offer Documents, so that the Existing Notes Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such Party that discovers such information shall use reasonable best efforts to promptly notify the other Parties, and an appropriate amendment or supplement prepared by Parent describing such information shall be disseminated by or on behalf of the Company or its Subsidiaries to the holders of the applicable Existing Senior Notes. Notwithstanding anything to the contrary in this Section 6.15(e) , the Company shall, and shall cause its Subsidiaries to, comply with the requirements of Rule 14e-1 under the Exchange Act and any other Law to the extent applicable in connection with the Existing Notes Offers and such compliance will not be deemed a breach hereof.
(df) In connection with any Existing Notes TransactionOffer and any Existing Notes Redemption, Parent may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Company, to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements with such parties so selected and shall use commercially reasonable efforts to timely furnish the dealer manager(s), information agent(s), depositaries and other agents with such executed officers’ certificates ' certificates, legal opinions and other documentation prepared by Parent and reasonably requested by the Parent, dealer manager(s), information agent(s), depositaries and other agents in connection with an Existing Notes TransactionOffer; provided that (i) neither the Company nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Company nor any of its Subsidiaries shall be a party or have any obligations under, in each case, that are effective prior to the Closing and (ii) neither Closing. Parent shall reimburse the Company nor any of and its Subsidiaries (or any for all of their counsel) shall be required to deliver any legal opinions reasonable and documented costs and expenses incurred in connection with any Existing Notes Transactions.
(e) To the extent the Closing does not occur, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company, any of its Subsidiaries Offers or any of their respective Representatives in connection with any actions taken in connection with Section 7.10 and the Existing Notes TransactionsRedemptions promptly following the incurrence thereof. Parent shall indemnify indemnify, defend and hold harmless the Company and Company, its Subsidiaries and each of their respective Representatives Affiliates from and against any and all losses liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them any such Person, or to which any such Person may become subject, that arise out of, or is in any way in connection with with, the Existing Notes Transactions and Offers, Existing Notes Redemptions, or any action actions taken or not taken by them in connection therewith and any action the Company, or taken at the request of Parent, pursuant to this Section 7.106.15 or the transactions contemplated hereby, except to the extent such losses result from the gross negligence, willful misconduct, bad faith and/or breach of this Agreement by the foregoing indemnified persons. The foregoing reimbursement and indemnification shall survive any termination of this Agreement.
Appears in 1 contract
Existing Company Indebtedness. (a) The Company shall deliver to Parent copies of payoff letters specifying the aggregate amount required to be paid to fully satisfy all obligations (including principal, interest fees, breakage costs, premiums, expenses and other amounts payable under the Existing Credit Agreement Agreements but excluding contingent indemnification obligations and other obligations that expressly survive the termination of the Existing Credit AgreementAgreements) that will be outstanding as of the Closing under the Existing Credit Agreement Agreements and providing for the release, simultaneously with the receipt of payment thereunder, of all Liens and other security over the properties and assets of the Company and its Subsidiaries securing all such obligations.
(b) The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to promptly commence, at Parent’s expense, after the receipt of a written request from Parent to do so, tender offers to purchase, and/or consent solicitations with respect to, one or more series of Existing Senior Notes on such terms and conditions as specified by Parent and in compliance with all applicable terms and conditions of the Existing Indenture (collectively, the “Existing Notes Offers”); provided that (i) the provisions of Section 6.15(e) and Section 6.15(f) shall have been satisfied, and shall continue to be satisfied, in all respects, (ii) Parent shall have provided the Company with drafts of the offer to purchase, related letter of transmittal and other related documents (collectively, the “Existing Notes Offer Documents”) and (iii) the closing of any Existing Notes Offer shall be conditioned on the Closing and shall otherwise comply with all applicable Laws and SEC rules and regulations. The terms and conditions specified by Parent for any Existing Notes Offer shall be only such terms and conditions as are customarily included in offers to purchase debt securities similar to the applicable Existing Senior Notes and in similar situations and shall otherwise be in compliance with all applicable Laws and the terms and conditions of the Existing Indenture. Nothing in this Section 6.15 or in any other provision of this Agreement shall require the Company or any of its Affiliates to purchase, or accept for purchase, any Existing Senior Notes tendered or otherwise submitted for payment prior to the Effective Time.
(c) Subject to Section 7.10(c), Section 7.10(d6.15(e) and Section 7.10(e6.15(f), if requested by Parent in writing, in lieu of commencing Existing Notes Offers for any Existing Senior Notes (or in addition thereto) pursuant to Section 6.15(b), the Company shall to the extent permitted by the Existing Indenture use its commercially reasonable efforts to (i) at the Closing, issue a notice of optional redemption (collectively, the “Existing Notes Redemption Notice”) for all of the outstanding principal amount of one or more series of Existing Senior Notes pursuant to the requisite provisions of the Existing Indenture in accordance with the time period contemplated thereby, or (ii) cooperate with Parent to commence (A) one or more offers to purchase any or all of the Existing Senior Notes for cash or (B) one or more offers to exchange any or all of the Existing Senior Notes for securities issued by Company, Parent or any of Parent’s Affiliates, (iii) cooperate with Parent to conduct one or more consent solicitations to obtain from the requisite holders of the Existing Senior Notes consent to certain amendments to or waivers under the Existing Indenture or (iv) at the Closing, take actions reasonably requested by Parent that are reasonably necessary for the satisfaction, discharge and/or defeasance of one or defeasance more series of Existing Senior Notes pursuant to the applicable provisions of the Existing Indenture, and shall redeem or satisfy, discharge or and/or defease, as applicable, such Existing Senior Notes at the Closing in accordance with the terms of the Existing Indenture (the transactions contemplated by the foregoing clauses (i) through (iv), collectively, the “Existing Notes TransactionsTable of Contents Redemption”); provided that (I) to the extent that any purchases or exchanges by the Company pursuant to clause (ii), the entry into any supplemental indenture, amendment or waiver of the Existing Indenture pursuant to clause (iii), the satisfaction, discharge or defeasance of the Existing Senior Notes pursuant to clause (iv) and any other action described in this Section 7.10(bclause (i) that or (ii) can be conditioned on the occurrence of the Closing, it will be so conditioned (unless otherwise requested in writing by Parent and agreed by the Company and approved by the Special Committee)conditioned, (II) no offer to purchase or offer to exchange pursuant to clause (ii) or consent solicitation pursuant to clause (iii) shall conflict with or violate any Applicable Law (it being understood that the Company shall not be required to take any action thatand, in the reasonable judgment of the Company based on advice of legal counsel, does not comply with Rule 14e-1 promulgated under the Exchange Act) and (III) on or prior to the earlier of the Effective Time and the time the Company is required to pay for any offer to purchase, offer to exchange, consent solicitation, Table of Contents satisfaction, discharge or defeasance in accordance with this Section 7.10(b)Time, Parent shall deposit, or cause to be deposited, with the holders of the Existing Senior Notes, the trustee under the Existing Indenture or other applicable agent or intermediary cash or cash equivalents sufficient to effect such offer to purchase, offer to exchange, consent solicitationredemption, satisfaction, discharge or and/or defeasance (and in the event of any loss or deficiency with respect to the funds deposited with such holders, trustee, or other agent or intermediary trustee Parent shall deposit additional funds sufficient to satisfy such offer to purchase, offer to exchange, consent solicitationredemption, satisfaction, discharge or and/or defeasance, as applicable).
(cd) In the event that the Company commences an Existing Notes Offer, the Company covenants and agrees that, promptly following any related consent solicitation expiration date, assuming the requisite consents are received, each of the Company and its applicable Subsidiaries as is necessary shall (and shall use their commercially reasonable efforts to cause the trustee under the Existing Indenture to) execute a supplemental indenture to such Existing Indenture, which shall implement the amendments described in the applicable Existing Notes Offer Documents, subject to the terms and conditions of this Agreement (including the conditions to the Existing Notes Offers); provided, however, that in no event shall the Company, any of its Subsidiaries or any of their respective officers, directors or other representatives, have any obligation to authorize, adopt or execute any supplemental indenture or other agreement that would become effective prior to the Closing. Concurrently with the Closing, Parent shall cause the Surviving Corporation to accept for payment and thereafter promptly pay for, any Existing Senior Notes that have been validly tendered pursuant to and in accordance with the Existing Notes Offers and not properly withdrawn using funds provided by Parent.
(e) Parent shall prepare all necessary and appropriate documentation in connection with any Existing Notes TransactionOffers and Existing Notes Redemptions, including the Existing Notes Offer Documents and the Existing Notes Redemption Notice, any certificates, opinions (which opinions, for the avoidance of doubt, shall be delivered by counsel to the Parent and not counsel to the Company), agreements or other documents, as applicable; provided provided, that the Company shall use commercially reasonable efforts to timely furnish the trustee with such executed officers’ certificates certificates, legal opinions and other documentation prepared by Parent and reasonably requested by the Parent or trustee in connection with any Existing Notes Offers and Existing Notes Redemptions. The Company shall, no less frequently than weekly, or to the extent reasonably requested, more frequently, keep Parent reasonably informed regarding the status, results and timing of the Existing Notes TransactionOffers. The delivery of any documents to the trustee Existing Notes Offer Documents (including all amendments or supplements thereto) and all mailings to the holders of any Existing Senior Notes in connection with any Existing Notes Transaction Offers and Existing Notes Redemptions shall be subject to the prior review of, and comment by, the Company and its legal counsel, and shall be reasonably acceptable to them.
(d) In connection with . If, at any time prior to the completion of the Existing Notes TransactionOffers, the Company or any of its Subsidiaries, on the one hand, or either Parent may select one or more dealer managersMerger Sub, on the other hand, discovers any information agentsthat should be set forth in an amendment or supplement to the Existing Notes Offer Documents, depositaries and other agentsso that the Existing Notes Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in each case as light of circumstances under which they are made, not misleading, such Party that discovers such information shall use reasonable best efforts to promptly notify the other Parties, and an appropriate amendment or supplement prepared by Parent describing such information shall be reasonably acceptable disseminated by or on behalf of the Company or its Subsidiaries to the Companyholders of the applicable Existing Senior Notes. Notwithstanding anything to the contrary in this Section 6.15(e), to provide assistance in connection therewith and the Company shall, and shall cause its Subsidiaries to, enter into customary agreements comply with such parties so selected the requirements of Rule 14e-1 under the Exchange Act and shall timely furnish any other Law to the dealer manager(s), information agent(s), depositaries and other agents with such executed officers’ certificates and other documentation prepared by Parent and reasonably requested by the Parent, dealer manager(s), information agent(s), depositaries and other agents extent applicable in connection with an Existing Notes Transaction; provided that (i) neither the Company nor any of its Subsidiaries shall be required to indemnify, defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any such party, which indemnification, fee and reimbursement obligations shall be borne by Parent pursuant to separate agreements with such parties to which neither the Company nor any of its Subsidiaries shall be a party or have any obligations under, in each case, that are effective prior to the Closing and (ii) neither the Company nor any of its Subsidiaries (or any of their counsel) shall be required to deliver any legal opinions in connection with any Existing Notes Transactions.
(e) To the extent the Closing does not occur, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company, any of its Subsidiaries or any of their respective Representatives in connection with any actions taken in connection with Section 7.10 and the Existing Notes Transactions. Parent shall indemnify Offers and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with Existing Notes Transactions and any action taken by them in connection therewith and any action taken pursuant to this Section 7.10such compliance will not be deemed a breach hereof.
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