Common use of Lien Release Clause in Contracts

Lien Release. Parent and Sellers shall use their reasonable best efforts to facilitate and encourage the making of any filings, releases, discharges, deeds and other documents necessary to evidence the release by all financial institutions and other Persons to which any indebtedness (including guarantee obligations in respect thereof) of the Company is outstanding (the “Lenders”) of all Liens and Encumbrances in connection therewith relating to the Purchased Assets, the Equity Interests, the Business or the Company (“Lender Liens”), and all obligations (including guarantee obligations) of the Company in respect of such indebtedness (“Loan Obligations”), substantially simultaneously with the Closing Date. Promptly after the Effective Date, Parent and Sellers shall request that the Lenders deliver letters or similar written confirmation (each, a “Release Confirmation”), substantially simultaneously with the Closing Date, confirming that (a) all Lender Liens shall be, upon the Closing Date, released by all lenders thereunder and (b) all Loan Obligations shall be, upon the Closing Date, released. Parent and Sellers shall keep Buyer reasonably informed (orally and in writing) on a current basis regarding any material developments relating to their request for Release Confirmations, including by reporting any conversations with a Lender or its Representatives relating to the Release Confirmations, any rejection of a Release Confirmation by a Lender or any failure of a Lender to respond to a request for a Release Confirmation, and by furnishing copies of any relevant written correspondence or draft documentation.

Lien Release. Parent and Sellers Each of the Caesars Parties shall use their reasonable best efforts to facilitate and encourage the making of any filings, releases, discharges, deeds and other documents necessary to evidence the release by all financial institutions and other Persons to which any indebtedness (including guarantee obligations in respect thereof) of the Company is outstanding (the “Lenders”) of all Liens and Encumbrances in connection therewith (other than Permitted Liens) on the Purchased Equity Interests or any property or assets of the Company Parties or their respective Subsidiaries relating to Indebtedness owed by any of the Purchased Assets, the Equity Interests, the Business Caesars Parties or the Company their Subsidiaries (“Lender Liens”), and all obligations (including guarantee obligations) of the Company Parties and their respective Subsidiaries in respect of such indebtedness Indebtedness (“Loan Obligations”), before or substantially simultaneously with the Closing DateClosing. Promptly after Each of the Effective Date, Parent and Sellers Caesars Parties shall request that the Lenders deliver letters or similar written confirmation (each, a “Release Confirmation”), before or substantially simultaneously with the Closing DateClosing, confirming that (a) all Lender Liens shall be, upon the Closing Date, released by all lenders thereunder and (b) all Loan Obligations shall be, upon the Closing Date, released. Parent and Sellers Each of the Caesars Parties shall keep Buyer Growth Partners reasonably informed (orally and in writing) on a current basis regarding any material developments relating to their request for Release Confirmations. Notwithstanding the foregoing, including by reporting any conversations with a Lender or its Representatives relating to the Release ConfirmationsParties acknowledge and agree that the Indebtedness outstanding under the Bill’s Credit Facility will remain outstanding at Closing and, any rejection for the avoidance of a Release Confirmation by a Lender or any failure of a Lender to respond to a request for a Release Confirmationdoubt, and by furnishing copies of any relevant written correspondence or draft documentationthe Liens securing such Indebtedness will not be released.