Common use of Indebtedness; Termination of Agreements Clause in Contracts

Indebtedness; Termination of Agreements. (a) As of the Closing, all Indebtedness of (i) the Company or any of its Subsidiaries or (ii) any other Person guaranteed or secured by the Company or any of its Subsidiaries or any of their respective assets shall be discharged. It is understood and agreed by the parties that none of Seller or its Affiliates (including the Company and its Subsidiaries) shall have any obligation under this Agreement to discharge, extinguish or otherwise terminate, in whole or in part, any indemnities, performance bonds, performance or lease guarantees, letters of credit, capital leases or other leases or Contracts to which the Company or any of its Subsidiaries is party or by which any of them is bound (other than the Contracts and Indebtedness to be terminated or otherwise discharged pursuant to this Section 5.8(a), the Terminating Contracts contemplated to be terminated pursuant to Section 5.8(b) and the intercompany accounts contemplated to be settled pursuant to Section 5.8(c)). (b) As of the Closing, except for those Contracts set forth in Section 5.8(b) of the Seller Disclosure Schedule, all Contracts between the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (other than the Company or any of its Subsidiaries), on the other hand (the “Terminating Contracts”), shall be terminated as between them and shall be without any further force and effect, and there shall be no further obligations of any of the relevant parties thereunder. Purchaser agrees to take and to cause the Company and its Subsidiaries to take, and Seller agrees to take and to cause its Affiliates (other than the Company and its Subsidiaries) to take, any action following the Closing that would be required to give effect to the termination of the Terminating Contracts. (c) Except as set forth in Section 5.8(c) of the Seller Disclosure Schedule, all intercompany accounts, whether payables or receivables, between Seller and any of its Affiliates (other than the Company and any of its Subsidiaries), on the one hand, and the Company and any of its Subsidiaries, on the other hand, as of the Closing shall be settled (in cash or through cash capital contributions, cash distributions, cancellations or otherwise in the sole discretion of Seller, provided that no such settlement will involve the creation or distribution of any Liabilities or assets of the Company or its Subsidiaries other than Current Assets or Current Liabilities) at or prior to the Closing.

Indebtedness; Termination of Agreements. (a) As of At or prior to the Closing, all Indebtedness of the Principal Stockholders shall cause the Company to, and the Company shall, to the extent not set forth in the Payoff Letters, (i) discharge (or otherwise cause to be extinguished), and shall cause the KDM Subsidiaries to discharge (or otherwise cause to be extinguished), (A) any indebtedness for borrowed money of the Company or any Retained Subsidiary and (B) any indebtedness for borrowed money of its Subsidiaries or (ii) any other Person guaranteed or secured by the Company or any Retained Subsidiary, (ii) obtain the discharge of its Subsidiaries any Encumbrances on the properties, assets or any shares of their respective assets shall be discharged. It is understood and agreed by the parties that none of Seller or its Affiliates (including the Company and its Subsidiaries) shall have the Retained Subsidiaries securing any obligation under this Agreement to discharge, extinguish or otherwise terminate, in whole or in part, any indemnities, performance bonds, performance or lease guarantees, letters of credit, capital leases or other leases or Contracts to which the Company or any of its Subsidiaries is party or by which any of them is bound (other than the Contracts and Indebtedness such indebtedness to be terminated discharged or otherwise discharged pursuant extinguished and (iii) assume all applicable costs, fees, penalties, including for prepayment or amendment, related to this Section 5.8(a)such discharge or extinguishment, the Terminating Contracts contemplated to be terminated pursuant to Section 5.8(b) and the intercompany accounts contemplated to be settled pursuant to Section 5.8(c))make all necessary filings in connection therewith. (b) As of At or prior to the Closing, except for those Contracts set forth in Section 5.8(b) the Post-Closing Agreements, all contracts, agreements, commitments, undertakings and arrangements between or among any of the Seller Disclosure Schedule, all Contracts between Company and the Company or any of its Retained Subsidiaries, on the one hand, and Seller or any of its Affiliates (other than the Company or any of its KDM Subsidiaries), on the other hand (the “"Terminating Contracts”"), shall be terminated as between or among them and shall be without any further force and or effect, and there shall be no further obligations of any of the relevant parties thereunder. Purchaser agrees to take and The Principal Stockholders agree to cause the Company and its Subsidiaries to takeGuarantors to, and Seller agrees to the Guarantors shall, take and to cause its Affiliates (other than the Company and its Subsidiaries) to take, any action following the Closing that would be required to give effect to the termination of the Terminating Contracts. (c) Except as set forth in Section 5.8(c) of At or prior to the Seller Disclosure ScheduleClosing, all intercompany inter-company accounts, whether payables or receivables, between Seller and any of its Affiliates (other than or among the Company and any of its the Retained Subsidiaries), on the one hand, and the Company and any of its KDM Subsidiaries, on the other hand, as of the Closing shall be settled (in cash or through cash capital contributionsotherwise cancelled. For the purpose of determining the amount of Net Working Capital, cash distributionsany amounts paid at the Closing in accordance with this Section 6.9(c) shall be reflected in Current Liabilities and Current Assets, cancellations as the case may be, to the extent applicable. This Section 6.9(c) shall in no way affect the existence or otherwise in the sole discretion of Seller, provided that no such settlement will involve the creation or distribution of any Liabilities or assets validity of the Company or its Subsidiaries other than Current Assets or Current Liabilities) at or prior to the ClosingPost-Closing Agreements.

Indebtedness; Termination of Agreements. (a) As of At or prior to the Closing, all Indebtedness of A&P shall (i) discharge (or otherwise cause to be extinguished), and shall cause its Subsidiaries (other than any of the Company or its Subsidiaries) to discharge (or otherwise cause to be extinguished), (A) any indebtedness for borrowed money of any of its Subsidiaries or (ii) any other Person guaranteed or secured by the Company or any of its Subsidiaries or any of their respective assets shall be discharged. It is understood and agreed by the parties that none of Seller or its Affiliates (including the Company and its Subsidiaries) shall have any obligation under this Agreement to discharge, extinguish or otherwise terminate, in whole or in part, Subsidiaries (other than any indemnities, performance bonds, performance or lease guarantees, letters of credit, credit or capital leases or other leases or Contracts to which any of the Company or any of its Subsidiaries is party or by which any of them is bound bound) and (B) any indebtedness for borrowed money of any other Person guaranteed by any of the Company or its Subsidiaries (other than any indemnities, performance bonds, performance guarantees, letters of credit or capital leases to which any of the Contracts Company or its Subsidiaries is party or by which any of them is bound), (ii) obtain releases of any Encumbrances on the shares and Indebtedness assets of the Company and its Subsidiaries associated with any such indebtedness to be terminated discharged or otherwise discharged pursuant extinguished and (iii) assume all applicable costs, fees, penalties, including for prepayment or amendment, related to this Section 5.8(a)such discharge or extinguishment, the Terminating Contracts contemplated to be terminated pursuant to Section 5.8(b) and the intercompany accounts contemplated to be settled pursuant to Section 5.8(c))shall make all necessary filings in connection therewith. (b) As of the Closing, except for (i) the Ancillary Agreements and (ii) those Contracts set forth in Section 5.8(b5.10(b) of the Seller A&P Disclosure Schedule, all Contracts between any of the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates the A&P Parties or their Subsidiaries (other than any of the Company or any of its Subsidiaries), on the other hand (the “Terminating Contracts”"TERMINATING CONTRACTS"), shall be terminated as between them and shall be without any further force and effect, and there shall be no further obligations of any of the relevant parties thereunder. Purchaser Metro agrees to take and to cause the Company and its Subsidiaries to take, and Seller agrees to take and to cause its Affiliates (other than the Company and its Subsidiaries) to take, any action following the Closing that would be required to give effect to the termination of the Terminating Contracts. (c) Except as set forth in Section 5.8(c5.10(c) of the Seller A&P Disclosure Schedule, all intercompany inter-company accounts, whether payables or receivables, between Seller and any of its Affiliates the A&P Parties and their Subsidiaries (other than any of the Company and any of its Subsidiaries), on the one hand, and any of the Company and any of its Subsidiaries, on the other hand, as of the Closing shall shall, at the election of the A&P Parties, be settled (in cash or through cash capital contributions, cash distributions, cancellations or otherwise in the sole discretion of Seller, provided that no such settlement will involve the creation or distribution of any Liabilities or assets of the Company or its Subsidiaries other than Current Assets or Current Liabilities) cancelled at or prior to the Closing. For the purposes of determining any amount of Net Working Capital, any amounts paid at the Closing in accordance with this Section 5.10(c) shall be reflected in Current Liabilities or Current Assets, as the case may be, to the extent applicable.

Indebtedness; Termination of Agreements. (a) As of At the Closing, Seller shall discharge (or cause to be extinguished or no longer outstanding), or shall cause one of its Affiliates to discharge (or otherwise cause to be extinguished or no longer outstanding), all Indebtedness of (i) the Company or any of its Subsidiaries or (ii) any other Person guaranteed or secured by the Company or any of its Subsidiaries or any of their respective assets shall be dischargedassets. It is understood and agreed by the parties that none of Seller or its Affiliates (including the Company and its Subsidiaries) shall have any obligation under this Agreement to discharge, extinguish or otherwise terminate, in whole or in part, any indemnities, performance bonds, performance or lease guarantees, letters of credit, capital leases or other leases or Contracts to which the Company or any of its Subsidiaries is party or by which any of them is bound (other than the Contracts and Indebtedness to be terminated or otherwise discharged pursuant to this Section 5.8(a), the Terminating Contracts contemplated to be terminated pursuant to Section 5.8(b) and the intercompany accounts contemplated to be settled pursuant to Section 5.8(c)). (b) As of the Closing, except for those Contracts set forth in Section 5.8(b) of the Seller Disclosure Schedule, all Contracts between the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (other than the Company or any of its Subsidiaries), on the other hand (the “Terminating Contracts”), shall be terminated as between them and shall be without any further force and effect, and there shall be no further obligations of any of the relevant parties thereunder. Purchaser agrees to take and to cause the Company and its Subsidiaries to take, and Seller agrees to take and to cause its Affiliates (other than the Company and its Subsidiaries) to take, any action following the Closing that would be required to give effect to the termination of the Terminating Contracts. (c) Except as set forth in Section 5.8(c) of the Seller Disclosure Schedule, all intercompany accounts, whether payables or receivables, between Seller and any of its Affiliates (other than the Company and any of its Subsidiaries), on the one hand, and the Company and any of its Subsidiaries, on the other hand, as of the Closing shall be settled (in cash or through cash capital contributions, cash distributions, cancellations or otherwise in the sole discretion of Seller, provided that no such settlement will involve the creation or distribution of any Liabilities or assets of the Company or its Subsidiaries other than Current Assets or Current Liabilities) at or prior to the Closing.