Common use of Repaid Indebtedness Clause in Contracts

Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effect, or cause to be effected, payment and, if applicable, of all amounts specified in the Payoff Letters (as defined below) to fully discharge the then-outstanding obligations under all third-party Indebtedness of the Company Group under the Contracts set forth on Section 8.16 of the Company Disclosure Letter (other than (a) any contingent indemnification obligations as to which no claim has been asserted; and (b) any other obligations which, by their terms, are to survive the termination of any such Contract) (such Indebtedness, collectively, the “Repaid Indebtedness”), in accordance with the payoff letters with respect to such Repaid Indebtedness; each such payoff letter shall be in customary form reasonably acceptable by Parent and the Company, set forth the aggregate amounts required to satisfy in full all of the corresponding Repaid Indebtedness and, as applicable, provide that, upon receipt of such specified amount, all liens (and any guarantees) granted in connection therewith relating to the assets, rights and properties of the Company Group securing such Repaid Indebtedness (and any other obligations secured thereby) shall be released and terminated (such payoff letters, collectively, the “Payoff Letters”). The Company shall use reasonable best efforts to deliver, or cause to be delivered, the Payoff Letters to Parent at least two (2) Business Days prior to the Closing Date. The Buyer Parties shall reasonably cooperate with the Company’s efforts (at the Company’s sole cost and expense) under this Section 8.16.

Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effectpay, or cause to be effectedpaid, payment and, if applicable, of all amounts specified in the Payoff Letters (as defined below) to fully discharge the then-outstanding obligations under balance of all third-party Indebtedness of the Company Group under the Contracts set forth on Section 8.16 6.19 of the Company Disclosure Letter (such Indebtedness (other than (a) than, in the case of the Indebtedness under the Company Credit Agreement, any contingent indemnification obligations as to which no claim has been asserted; and (b) any other obligations which, by their express terms, are to survive the termination of any such Contract) (such Indebtedness, collectivelythe Company Credit Agreement), the “Repaid Indebtedness”), by wire transfer of immediately available funds to the account(s) designated by the holders (or an agent on behalf of all holders) of such Repaid Indebtedness as set forth in accordance with the payoff letters with respect to such Repaid Indebtedness; each , which such payoff letter letters shall be in customary form reasonably acceptable by Parent and the Company, set forth the aggregate amounts required to satisfy in full all such Repaid Indebtedness as of the corresponding Repaid Indebtedness and, Closing Date and include (as applicable, provide that, upon receipt attachments thereto) customary lien release documents evidencing release and termination of all security interests in respect thereof and indicating that Parent is authorized to file and deliver all such specified amount, all liens (documents and any guarantees) granted in connection therewith relating to that the assets, rights and properties holders of the Company Group securing such Repaid Indebtedness (and any other obligations secured therebyor an agent on behalf of all holders) shall make arrangements to return all possessory and original collateral (if any), in each case and to the extent reasonably practicable, on the Closing Date or promptly thereafter (subject to receipt by the holders of such Repaid Indebtedness of the applicable payoff amounts), which payoff letters shall otherwise be released and terminated in a customary form (such payoff letters, collectively, the “Payoff Letters”). The ) and the Company shall use reasonable best efforts to deliver, or cause to be delivered, the such Payoff Letters to Parent at least two (2) Business Days the Buyer Parties prior to the Closing Date(with available drafts being delivered in advance as reasonably available to the Company Group). The Buyer Parties shall reasonably cooperate with the Company’s efforts (at the Company’s sole cost and expense) under this Section 8.166.19.

Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effectpay, or cause to be effectedpaid, payment and, if applicable, of all amounts specified in the Payoff Letters (as defined below) necessary to fully discharge the then-outstanding obligations under balance of all third-party Indebtedness of the Company Group under the Contracts set forth on Section 8.16 6.23 of the Company Disclosure Letter (other than (a) any contingent indemnification obligations as to which no claim has been asserted; and (b) any other obligations which, by their terms, are to survive the termination of any such Contract) (such Indebtedness, collectively, the “Repaid Indebtedness”), by wire transfer of immediately available funds to the account(s) designated by the holders of such Repaid Indebtedness as set forth in accordance with the payoff letters with respect to such Repaid Indebtedness; each , which such payoff letter letters shall be in customary form reasonably acceptable by Parent and the Company, set forth the aggregate amounts required to satisfy in full all of the corresponding Repaid Indebtedness and, as applicable, provide that, upon receipt of such specified amount, all liens (and any guarantees) granted in connection therewith relating to the assets, rights and properties of the Company Group securing such Repaid Indebtedness as of the Closing Date and include lien release documents evidencing release and termination of all security interests in respect thereof and indicating that the holders of such Repaid Indebtedness shall return all possessory and original collateral, in each case, on the Closing Date (and any other obligations secured thereby) subject to receipt by the holders of such Repaid Indebtedness of the applicable payoff amounts), which payoff letters shall be released and terminated in a form reasonably satisfactory to the Buyer Parties (such payoff letters, collectively, the “Payoff Letters”). The ) and the Company shall use reasonable best efforts to deliver, or cause to be delivered, the deliver such Payoff Letters to Parent the Buyer Parties at least two (2) Business Days prior to the Closing Date. The Buyer Parties shall reasonably cooperate with the Company’s efforts (at the Company’s sole cost and expense) under this Section 8.16Closing.

Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effect, effect or cause to be effected, payment and, if applicable, cash collateralization, of all amounts specified in the Payoff Letters (as defined below) to fully discharge the then-then- outstanding obligations under all third-party Indebtedness of the Company Group under the Contracts set forth on Section 8.16 6.20 of the Company Disclosure Letter (other than (a) any contingent indemnification obligations as to which no claim has been asserted; asserted and (b) any other obligations which, by their terms, are to survive the termination of any such Contract) (such Indebtedness, collectively, the “Repaid Indebtedness”), in accordance with the payoff letters with respect to such Repaid Indebtedness; each such payoff letter shall be in customary form and substance reasonably acceptable by satisfactory to Parent and the Company, shall (A) set forth the aggregate amounts required to satisfy in full all of the corresponding Repaid Indebtedness (including any principal, interest, fees or penalties outstanding or accrued thereunder and incremental per diem increases in respect thereof to account for any delays as to the Closing as of the date of each such Payoff Letter) and, as applicable, (B) provide that, upon receipt of such specified amount, all liens Liens (and any guarantees) granted in connection therewith relating to the assets, rights and properties of the Company Group securing such Repaid Indebtedness (and any other obligations secured thereby) shall be released and terminated (such payoff letters, collectively, the “Payoff Letters”). The Company shall use reasonable best efforts to deliver, or cause to be delivered, the 83 Payoff Letters to Parent at least not less than two (2) Business Days prior to the Closing Date. The Buyer Parties shall reasonably cooperate with the Company’s efforts (at the Company’s sole cost and expense) under this Section 8.16.6.20. 6.21

Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effectpay, or cause to be effectedpaid, payment and, if applicable, of all amounts specified in the Payoff Letters (as defined below) to fully discharge the then-outstanding obligations under balance of all third-party Indebtedness of the Company Group under the Contracts set forth on Section 8.16 6.22 of the Company Disclosure Letter (such Indebtedness (other than than, in the case of the Indebtedness under the Company Credit Agreement, (aw) any contingent indemnification obligations as to which no claim has been asserted; , (x) any obligations or liabilities under cash management, hedge agreements and other bank products and (by) any other obligations which, by their express terms, are to survive the termination of any such Contract) (such Indebtedness, collectivelythe Company Credit Agreement), the “Repaid Indebtedness”), by wire transfer of immediately available funds to the account(s) designated by the holders (or an agent on behalf of all holders) of such Repaid Indebtedness as set forth in accordance with the payoff letters with respect to such Repaid Indebtedness; each , which such payoff letter letters shall be in customary form reasonably acceptable by Parent and the Company, set forth the aggregate amounts required to satisfy in full all such Repaid Indebtedness as of the corresponding Repaid Indebtedness and, Closing Date and include (as applicable, provide that, upon receipt attachments thereto) customary lien release documents evidencing release and termination of such specified amount, all liens (security interests in respect thereof and any guarantees) granted in connection therewith relating to indicating that the assets, rights and properties holders of the Company Group securing such Repaid Indebtedness (and any other obligations secured therebyor an agent on behalf of all holders) shall make arrangements to return all possessory and original collateral (if any), in each case and to the extent reasonably practicable, on the Closing Date (subject to receipt by the holders of such Repaid Indebtedness of the applicable payoff amounts), which payoff letters shall be released in a customary form and terminated reasonably acceptable to the Buyer (such payoff letters, collectively, the “Payoff Letters”). The ) and the Company shall use reasonable best efforts to deliver, or cause to be delivered, the such Payoff Letters to Parent the Buyer Parties at least two (2) Business Days prior to the Closing Date(with available drafts being delivered in advance as reasonably requested by the Buyer Parties). The Buyer Parties shall reasonably cooperate with the Company’s efforts (at the Company’s sole cost and expense) under this Section 8.166.22.

Repaid Indebtedness. At the Closing, the Buyer Parties shall, on behalf of the Company Group, effect, effect or cause to be effected, payment and, if applicable, cash collateralization, of all amounts specified in the Payoff Letters (as defined below) to fully discharge the then-outstanding obligations under all third-party Indebtedness of the Company Group under the Contracts set forth on Section 8.16 6.20 of the Company Disclosure Letter (other than (a) any contingent indemnification obligations as to which no claim has been asserted; asserted and (b) any other obligations which, by their terms, are to survive the termination of any such Contract) (such Indebtedness, collectively, the “Repaid Indebtedness”), in accordance with the payoff letters with respect to such Repaid Indebtedness; each such payoff letter shall be in customary form and substance reasonably acceptable by satisfactory to Parent and the Company, shall (A) set forth the aggregate amounts required to satisfy in full all of the corresponding Repaid Indebtedness (including any principal, interest, fees or penalties outstanding or accrued thereunder and incremental per diem increases in respect thereof to account for any delays as to the Closing as of the date of each such Payoff Letter) and, as applicable, (B) provide that, upon receipt of such specified amount, all liens Liens (and any guarantees) granted in connection therewith relating to the assets, rights and properties of the Company Group securing such Repaid Indebtedness (and any other obligations secured thereby) shall be released and terminated (such payoff letters, collectively, the “Payoff Letters”). The Company shall use reasonable best efforts to deliver, or cause to be delivered, the Payoff Letters to Parent at least not less than two (2) Business Days prior to the Closing Date. The Buyer Parties shall reasonably cooperate with the Company’s efforts (at the Company’s sole cost and expense) under this Section 8.166.20.