Repayment of Existing Indebtedness. (1) The Company shall repay all amounts outstanding under the Senior Credit Facility in full in accordance with the Senior Credit Facility, and shall cause all security interests granted under the Senior Credit Facility and any related agreements to be released in accordance with the Senior Credit Facility and such agreements, in each case on the Effective Date, immediately prior to the Effective Time. (2) As soon as reasonably practicable after the receipt of any written request by the Purchaser to do so, the Company shall make an offer to purchase and, if requested by the Purchaser, consent solicitation with respect to all, but not less than all, of the issued and outstanding Senior Subordinated Notes on such terms and conditions as shall be specified, from time to time, by the Purchaser in writing (including the related consent solicitation, if any, the “Debt Tender Offer”), such offer to close immediately prior to the Effective Time, conditional on all of the conditions to the completion of the transactions contemplated by this Agreement set forth in Article VI being satisfied or waived in accordance with this Agreement. The Company shall, and shall cause its subsidiaries to, and use its reasonable best efforts to have its and their Representatives to, provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the Debt Tender Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Tender Offer shall be selected by the Purchaser and the Company shall enter into customary agreements with such parties so selected and on terms and conditions reasonably acceptable to the Purchaser and the Company. The Company shall not, without the consent of the Purchaser, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer) (the “Tendered Notes”) on the Effective Date, immediately prior to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer). (3) If requested by the Purchaser in writing on a timely basis, in lieu of commencing a Debt Tender Offer (or in addition thereto), the Company shall (a) notify the Trustee (as defined in the Senior Notes Indenture) in accordance with Section 1103 of the Senior Notes Indenture of the Company’s intention to redeem any or all of the issued and outstanding Senior Subordinated Notes on the Effective Date and take any other actions reasonably requested by the Purchaser to redeem the Senior Subordinated Notes on the Effective Date, immediately prior to the Effective Time and/or (b) take any actions reasonably requested by the Purchaser that are reasonably necessary to facilitate the satisfaction and/or discharge of any or all of the Senior Subordinated Notes pursuant to the applicable section of the Senior Notes Indenture, and shall redeem or satisfy and/or discharge, as applicable, any or all of the Senior Subordinated Notes in accordance with the terms of the Senior Notes Indenture on the Effective Date, immediately prior to the Effective Time. (4) The Purchaser agrees to loan sufficient funds to the Company to enable the Company to (a) repay all amounts outstanding under the Senior Credit Facility in full, (b) purchase all Tendered Notes in accordance with the terms and conditions of the Debt Tender Offer and, if applicable, subject to receipt of the requisite consents, pay for consents validly delivered and not revoked in accordance with the Debt Tender Offer, and (c) pay all amounts required to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated by this Section 7.9. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser to, or as directed by, the Company effective as of immediately prior to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the Purchaser. (5) If this Agreement is terminated other than pursuant to Section 8.1(1)(c)(i), Section 8.1(1)(c)(ii) or Section 8.1(1)(d)(i), the Purchaser shall promptly upon request by the Company reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisors, agents and representatives in connection with any actions contemplated by this Section 7.9.
Appears in 1 contract
Repayment of Existing Indebtedness. (1a) The Company shall repay all amounts outstanding under Purchaser acknowledges that the Senior Credit Facility in full Existing Indebtedness will become repayable on the Closing Date in accordance with its terms as a consequence of the Senior Credit Facility, and shall cause all security interests granted under sale of the Senior Credit Facility and any related agreements to be released in accordance with the Senior Credit Facility and such agreements, in each case on the Effective Date, immediately prior to the Effective TimeTransferred Securities.
(2b) As soon as reasonably practicable after In addition to the receipt payment of any written request by the Purchase Price, on the Closing Date, the Purchaser to do so, shall:
(i) repay and discharge (or procure that its Affiliates repay) the Company shall make an offer to purchase and, if requested by the Purchaser, consent solicitation with respect to all, but not less than all, full amount of the issued and outstanding Senior Subordinated Notes Existing Indebtedness on such terms and conditions as shall be specified, from time to time, by the Purchaser in writing (including the related consent solicitation, if any, the “Debt Tender Offer”), such offer to close immediately prior to the Effective Time, conditional on all behalf of the conditions to the completion of the transactions contemplated by this Agreement set forth in Article VI being satisfied or waived in accordance relevant Group Companies, with this Agreement. The Company shall, and shall cause its subsidiaries to, and use its reasonable best efforts to have its and their Representatives to, provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the Debt Tender Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Tender Offer shall be selected by the Purchaser and the Company shall enter into customary agreements with such parties so selected and on terms and conditions reasonably acceptable to the Purchaser and the Company. The Company shall not, without the consent of the Purchaser, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer value date (and not validly withdrawn prior to the expiry of such offer) (the “Tendered Notes”date de valeur) on the Effective Closing Date, immediately prior ; or
(ii) make available to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer).
(3) If requested by the Purchaser in writing on a timely basisGroup Companies, in lieu of commencing a Debt Tender Offer immediately available cleared funds, amounts sufficient to enable them to repay in full the Existing Indebtedness with value date (or in addition thereto), the Company shall (adate de valeur) notify the Trustee (as defined in the Senior Notes Indenture) in accordance with Section 1103 of the Senior Notes Indenture of the Company’s intention to redeem any or all of the issued and outstanding Senior Subordinated Notes on the Effective Closing Date and take any other actions reasonably requested by procure that the Purchaser to redeem the Senior Subordinated Notes Group Companies repay such Existing Indebtedness, in immediately available cleared funds, with value date (date de valeur) on the Effective Date, immediately prior to the Effective Time and/or (b) take any actions reasonably requested by the Purchaser that are reasonably necessary to facilitate the satisfaction and/or discharge of any or all of the Senior Subordinated Notes pursuant to the applicable section of the Senior Notes Indenture, and shall redeem or satisfy and/or discharge, as applicable, any or all of the Senior Subordinated Notes Closing Date in accordance with the terms of the Senior Notes Indenture on the Effective Date, immediately prior to the Effective Time.
(4) The Purchaser agrees to loan sufficient funds to the Company to enable the Company to (a) repay all amounts outstanding under the Senior Credit Facility Existing Financing; in full, (b) purchase all Tendered Notes in accordance with the terms and conditions of the Debt Tender Offer and, if applicable, subject to receipt of the requisite consents, pay for consents validly delivered and not revoked each case in accordance with the Debt Tender OfferRelease Letters delivered to the Purchaser pursuant to this Agreement.
(c) The Purchaser shall reasonably cooperate with the Sellers' Agent, and the Sellers' Agent shall, as of the Signing Date, use all commercially reasonable efforts to obtain (or cause the Group Companies to obtain) the letters from the agent under the Existing Indebtedness which must (i) specify the amounts to be repaid by the Group Companies in connection with the repayment as at the Closing Date of all Existing Indebtedness (in principal, accrued and compound interest, prepayment indemnities charges), (ii) the bank account (including full IBAN details) on which such repayment shall be made, and (ciii) pay irrevocably release, on the Closing Date, any and all amounts required Existing Encumbrances subject only to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated by this the full repayment of the sums payable under Section 7.92.7(b)(i) above (together the "Debt Release Letters"). Such funds (the “Purchaser Loan”) The Sellers shall be advanced by provide the Purchaser to, or as directed by, with final drafts of the Company effective as of immediately Debt Release Letters no later than two (2) Business Days prior to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the PurchaserClosing.
(5) If this Agreement is terminated other than pursuant to Section 8.1(1)(c)(i), Section 8.1(1)(c)(ii) or Section 8.1(1)(d)(i), the Purchaser shall promptly upon request by the Company reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisors, agents and representatives in connection with any actions contemplated by this Section 7.9.
Appears in 1 contract
Repayment of Existing Indebtedness. (1) The Company Administrative Agent shall repay have received evidence that the principal of and interest on, and all other amounts outstanding owing in respect of, Indebtedness under the Senior Existing Credit Facility Agreement shall have been (or shall simultaneously be) paid in full in accordance with full, that the Senior Credit Facility, and shall cause all security interests granted commitments to extend credit under the Senior Existing Credit Facility Agreement have been (or shall simultaneously be) canceled or terminated, that letters of credit outstanding thereunder shall have expired or been terminated or shall be Existing Letters of Credit and any related agreements to be released in accordance with that all Liens created pursuant thereto have been released. (f) Delivery of Information. The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Senior Credit Facility and such agreements, in each case on the Effective Date, immediately USA PATRIOT Act that have been requested at least five Business Days prior to the Effective Time.
Date. (2g) As soon as reasonably practicable after the receipt of any written request Fees and Expense Reimbursement. The payment by the Purchaser to do so, Parent Borrower of such fees and expense reimbursement as the Company Borrowers shall make an offer to purchase and, if requested by the Purchaser, consent solicitation with respect to all, but not less than all, of the issued and outstanding Senior Subordinated Notes on such terms and conditions as shall be specified, from time to time, by the Purchaser have agreed in writing (to pay to any Lender or the Administrative Agent in connection herewith, including the related consent solicitationreasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, if anyNew York counsel to JPMCB, in connection with the “Debt Tender Offer”)negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder (to the extent that statements for such offer fees and expenses have been delivered to close immediately the Parent Borrower at least one Business Day prior to the Effective Time, conditional on all Date). (h) The Administrative Agent shall have received and be satisfied with the lien search results (dated as of a date reasonably satisfactory to the Administrative Agent) of the conditions to the completion of the transactions contemplated by this Agreement set forth in Article VI being satisfied or waived in accordance with this Agreement. The Company shall, Parent Borrower and shall cause its subsidiaries to, Restricted Subsidiaries.
(i) All governmental and use its reasonable best efforts to have its and their Representatives to, provide such cooperation to the Purchaser as the Purchaser may third party approvals reasonably request necessary in connection with the Debt Tender Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Tender Offer shall be selected by the Purchaser financing contemplated hereby and the Company continuing operations of the Parent Borrower and its Subsidiaries shall enter into customary agreements have been obtained and be in full force and effect. (j) The Administrative Agent shall have received and be reasonably satisfied with such parties so selected (A) the audited financial statements of the Parent Borrower and on terms its Subsidiaries for the fiscal years ended February 2, 2013, February 1, 2014, and conditions reasonably acceptable January 31, 2015 and (B) satisfactory unaudited interim consolidated financial statements of the Parent Borrower for each fiscal quarter ended subsequent to the Purchaser and the Company. The Company shall not, without the consent date of the Purchaser, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer) (the “Tendered Notes”) on the Effective Date, immediately prior to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer).
(3) If requested by the Purchaser in writing on a timely basis, in lieu of commencing a Debt Tender Offer (or in addition thereto), the Company shall (a) notify the Trustee (as defined in the Senior Notes Indenture) in accordance with Section 1103 of the Senior Notes Indenture of the Company’s intention to redeem any or all of the issued and outstanding Senior Subordinated Notes on the Effective Date and take any other actions reasonably requested by the Purchaser to redeem the Senior Subordinated Notes on the Effective Date, immediately prior to the Effective Time and/or (b) take any actions reasonably requested by the Purchaser that are reasonably necessary to facilitate the satisfaction and/or discharge of any or all of the Senior Subordinated Notes pursuant to the applicable section of the Senior Notes Indenture, and shall redeem or satisfy and/or discharge, as applicable, any or all of the Senior Subordinated Notes in accordance with the terms of the Senior Notes Indenture on the Effective Date, immediately prior to the Effective Time.
(4) The Purchaser agrees to loan sufficient funds to the Company to enable the Company to (a) repay all amounts outstanding under the Senior Credit Facility in full, (b) purchase all Tendered Notes in accordance with the terms and conditions of the Debt Tender Offer and, if applicable, subject to receipt of the requisite consents, pay for consents validly delivered and not revoked in accordance with the Debt Tender Offer, and (c) pay all amounts required to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated by this Section 7.9. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser to, or as directed by, the Company effective as of immediately prior to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the Purchaser.
(5) If this Agreement is terminated other than pursuant to Section 8.1(1)(c)(i), Section 8.1(1)(c)(ii) or Section 8.1(1)(d)(i), the Purchaser shall promptly upon request by the Company reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisors, agents and representatives in connection with any actions contemplated by this Section 7.9.latest financial -55-
Appears in 1 contract
Samples: Credit Agreement (Dillard's, Inc.)
Repayment of Existing Indebtedness. (1) The Company shall repay all amounts outstanding under the Senior Credit Facility in full in accordance with the Senior Credit Facility, and shall cause all security interests granted under the Senior Credit Facility and any related agreements to be released in accordance with the Senior Credit Facility and such agreements, in each case on the Effective Date, immediately prior to the Effective Time.
(2) As soon as reasonably practicable after the receipt of any written request by the Purchaser to do so, the Company shall make an offer to purchase and, if requested by the Purchaser, consent solicitation with respect to all, but not less than all, of the issued and outstanding Senior Subordinated Notes on such terms and conditions as shall be specified, from time to time, by the Purchaser in writing (including the related consent solicitation, if any, the “Debt Tender Offer”), such offer to close immediately prior to the Effective Time, conditional on all of the conditions to the completion of the transactions contemplated by this Agreement set forth in Article VI being satisfied or waived in accordance with this Agreement. The Company shall, and shall cause its subsidiaries to, and use its reasonable best efforts to have its and their Representatives to, provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the Debt Tender Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Tender Offer shall be selected by the Purchaser and the Company shall enter into customary agreements with such parties so selected and on terms and conditions reasonably acceptable to the Purchaser and the Company. The Company shall not, without the consent of the Purchaser, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer) (the “Tendered Notes”) on the Effective Date, immediately prior to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer).
(3) If requested by the Purchaser in writing on a timely basis, in lieu of commencing a Debt Tender Offer (or in addition thereto), the Company shall (a) notify the Trustee (as defined in the Senior Notes Indenture) in accordance with Section 1103 of the Senior Notes Indenture of the Company’s intention to redeem any or all of the issued and outstanding Senior Subordinated Notes on the Effective Date and take any other actions reasonably requested by the Purchaser to redeem the Senior Subordinated Notes on the Effective Date, immediately prior to the Effective Time and/or (b) take any actions reasonably requested by the Purchaser that are reasonably necessary to facilitate the satisfaction and/or discharge of any or all of the Senior Subordinated Notes pursuant to the applicable section of the Senior Notes Indenture, and shall redeem or satisfy and/or discharge, as applicable, any or all of the Senior Subordinated Notes in accordance with the terms of the Senior Notes Indenture on the Effective Date, immediately prior to the Effective Time.
(4) The Purchaser agrees to loan sufficient funds to the Company to enable the Company to (a) repay all amounts outstanding under the Senior Credit Facility in full, (b) purchase all Tendered Notes in accordance with the terms and conditions of the Debt Tender Offer and, if applicable, subject to receipt of the requisite consents, pay for consents validly delivered and not revoked in accordance with the Debt Tender Offer, and (c) pay all amounts required to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated by this Section 7.9. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser to, or as directed by, the Company effective as of immediately prior to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the Purchaser.
(5) If this Agreement is terminated other than pursuant to Section 8.1(1)(c)(i), Section 8.1(1)(c)(ii) or Section 8.1(1)(d)(i), the Purchaser shall promptly upon request by the Company reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisors, agents and representatives in connection with any actions contemplated by this Section 7.9.
Appears in 1 contract
Repayment of Existing Indebtedness. (1a) The If requested by Parent in writing, the Company shall repay all amounts outstanding under the Senior Credit Facility in full in accordance with the Senior Credit Facilityuse its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause all security interests granted under each of the Senior Credit Facility and any related agreements to be released in accordance with the Senior Credit Facility and such agreementsCompany Subsidiaries to, in each case on the Effective Datecommence, immediately prior to the Effective Time.
(2) As soon as promptly as reasonably practicable after the receipt of any a written request by the Purchaser from Parent to do so, the Company shall make an offer to purchase andone or more tender, if requested by the Purchaserexchange or change of control offers for, and any related consent solicitation solicitations with respect to allto, but not less than all, of the issued and outstanding Company’s 4.75% Senior Subordinated Notes due 2019 (the “Company Notes”) on such terms and conditions as shall specified and reasonably requested by Parent, including any extension or amendment that may reasonably be specifiedrequested by Parent, from time to time, by all in compliance with all applicable terms and conditions of the Purchaser in writing indenture governing the Company Notes (including the related “Company Notes Indenture”) and applicable Law (any such offer or consent solicitation, a “Company Notes Offer”); provided that (i) Parent shall have timely provided the Company with the applicable offer to purchase, the related letter of transmittal (if anyapplicable) and other related documents (collectively, the “Debt Tender Offer Documents”) and (ii) the closing of the Company Notes Offer shall be conditioned on the Closing. The Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and the Company’s Representatives to, provide cooperation reasonably requested by Parent in connection with Parent’s efforts to effect any Company Notes Offer”), such offer to close immediately prior to . Parent shall ensure that at the Effective Time, conditional the Surviving Corporation shall have all funds necessary to pay any consideration required to be paid in connection with any Company Notes Offer on the Closing Date.
(b) If requested by Parent in writing, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause each of the Company Subsidiaries to, take any actions requested by Parent that are reasonably necessary or advisable for the payoff, satisfaction, discharge and/or defeasance of the Company Notes and the Company Notes Indenture, and shall pay-off, redeem or satisfy, discharge and/or defease, as applicable, the Company Notes in accordance with and pursuant to the terms of the Company Notes Indenture (the “Company Notes Payoff”), including taking any action reasonably necessary or advisable to obtain evidence therefor; provided that any such action described above shall not be required unless it can be conditioned on the occurrence of the Closing; provided further that (i) Parent shall ensure that at the Effective Time, the Surviving Corporation shall have all funds necessary to effect the Company Notes Payoff and (ii) at the Closing, Parent, or the Company at the direction of Parent, shall deposit, or cause to be deposited, with the appropriate trustee, agent or other recipient, funds sufficient to actually effect such payoff, redemption, satisfaction, discharge and/or defeasance. The Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and the Company Representatives to, provide cooperation reasonably requested by Parent in connection with Parent’s efforts to effect any Company Notes Payoff.
(c) In the event that the Company commences a Company Notes Offer, the Company covenants and agrees that, promptly following any related early consent period or consent solicitation expiration date, assuming the requisite consents are received, each of the Company and the Company Subsidiaries as is necessary shall (and shall use their commercially reasonable efforts to cause the applicable trustee or agent to) execute a supplemental indenture or amendment to the Company Notes Indenture, which shall implement the amendments described in the Offer Documents, subject to the terms and conditions of this Agreement (including the conditions to the completion Company Notes Offer) and the Company Notes Indenture. The effectiveness of such supplemental indenture or amendment shall be conditioned on the occurrence of the transactions contemplated by this Agreement set forth Closing.
(d) Parent shall prepare all necessary and appropriate documentation in Article VI being satisfied connection with any Company Notes Offer or waived in accordance with this AgreementCompany Notes Payoff, including the Offer Documents, as applicable and the Company shall have a reasonable opportunity to review and comment upon such documents. The Company parties hereto shall, and shall cause its subsidiaries their respective Subsidiaries to, reasonably cooperate with each other in the preparation of any Offer Documents, other appropriate documents and any amendment or supplement thereto (including as described below). The Company shall use its commercially reasonable best efforts to have its and their Representatives to, provide such cooperation to the Purchaser extent requested, keep Parent reasonably informed regarding the status, results and timing of any Company Notes Offer. If, at any time prior to the completion of any Company Notes Offer, the Company or any of the Company Subsidiaries, on the one hand, or Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Offer Documents so that the 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 promptly notify the other party, 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 Company Notes.
(e) In connection with any Company Notes Offer and any Company Debt Payoff, Parent may select one or more dealer managers, information agents, depositaries and other agents, in each case as shall be reasonably acceptable to the Purchaser may reasonably request Company, to provide assistance in connection with the Debt Tender Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Tender Offer shall be selected by the Purchaser therewith and the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause the Company Subsidiaries to, enter into customary agreements with such parties so selected and on terms and conditions reasonably acceptable to selected; provided that neither the Purchaser and the Company. The Company shall not, without the consent nor any of the PurchaserCompany Subsidiaries shall be required to indemnify, waive defend or hold harmless, or pay the fees or reimburse the costs and expenses of, any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer) (the “Tendered Notes”) on the Effective Date, immediately prior to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer)party.
(3f) Parent intends to repay the Bank Facilities at or promptly following Closing. If requested by Parent determines not to repay the Purchaser in writing on a timely basis, in lieu of commencing a Debt Tender Offer (or in addition thereto)Bank Facilities, the Company will (and will cause the Company Subsidiaries to) reasonably cooperate with Parent in Parent’s efforts to negotiate either the refinancing or the waivers required to keep the Bank Facilities outstanding following Closing; provided that any such action described above shall (a) notify not be effected unless it is conditioned on the Trustee (as defined in the Senior Notes Indenture) in accordance with Section 1103 occurrence of the Senior Notes Indenture of the Company’s intention to redeem any or all of the issued and outstanding Senior Subordinated Notes on the Effective Date and take any other actions reasonably requested by the Purchaser to redeem the Senior Subordinated Notes on the Effective Date, immediately prior to the Effective Time and/or (b) take any actions reasonably requested by the Purchaser that are reasonably necessary to facilitate the satisfaction and/or discharge of any or all of the Senior Subordinated Notes pursuant to the applicable section of the Senior Notes Indenture, and shall redeem or satisfy and/or discharge, as applicable, any or all of the Senior Subordinated Notes in accordance with the terms of the Senior Notes Indenture on the Effective Date, immediately prior to the Effective TimeClosing.
(4g) The Purchaser agrees to loan sufficient funds to the Company to enable the Company to (a) repay all amounts outstanding under the Senior Credit Facility in full, (b) purchase all Tendered Notes in accordance with the terms All reasonable and conditions of the Debt Tender Offer and, if applicable, subject to receipt of the requisite consents, pay for consents validly delivered and not revoked in accordance with the Debt Tender Offer, and (c) pay all amounts required to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated by this Section 7.9. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser to, or as directed by, the Company effective as of immediately prior to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the Purchaser.
(5) If this Agreement is terminated other than pursuant to Section 8.1(1)(c)(i), Section 8.1(1)(c)(ii) or Section 8.1(1)(d)(i), the Purchaser shall promptly upon request by the Company reimburse the Company and its subsidiaries for all reasonable documented out-of-pocket costs (including legal fees) fees and expenses incurred by the Company and the Company Subsidiaries pursuant to this Section 5.17 shall be reimbursed by Parent if the Closing shall not occur.
(h) Notwithstanding anything in this Agreement to the contrary, neither the pendency or its subsidiaries and their respective advisors, agents and representatives in connection with consummation of any actions transaction contemplated by this Section 7.95.17 will be a condition to Parent’s or Merger Sub’s obligations to consummate the Merger.
Appears in 1 contract
Samples: Merger Agreement (Igate Corp)
Repayment of Existing Indebtedness. (1a) The Prior to or concurrently with the Closing hereunder, the Sellers shall cause the Company to repay in full and retire (through the Company's direct payment and/or by the Purchaser's payment pursuant to Section 1.3(a)(ii) hereof) that portion of the Company's current and long-term indebtedness for borrowed money (including, without limitation, all revolving credit facilities, term loans and notes and lines of credit or loans due to banks, similar financial institutions or other third parties, outstanding letters of credit issued for the account of the Company, negative book balances and overdrafts; sometimes collectively referred to herein as "Indebtedness") as the Purchaser may designate in writing to the Sellers' Representative or the Sellers' Representative may designate in writing to the Purchaser, in either case at least five (5) business days prior to the Closing Date (collectively, the "Designated Indebtedness"), and all notes, loan agreements and other documents and instruments evidencing, securing or otherwise pertaining to the Designated Indebtedness to be surrendered or terminated. For purposes hereof, "Indebtedness" shall repay also include all amounts due from the Company to any Seller or any Affiliate of any Seller or any Affiliate of the Company. To the extent that any Designated Indebtedness will remain outstanding under the Senior Credit Facility in full in accordance with the Senior Credit Facility, and shall cause all security interests granted under the Senior Credit Facility and any related agreements to be released in accordance with the Senior Credit Facility and such agreements, in each case on the Effective Date, immediately prior to the Effective Time.
(2) As soon as reasonably practicable after Closing, the receipt of any written request by Sellers shall deliver to the Purchaser to do so, the Company shall make an offer to purchase and, if requested by the Purchaser, consent solicitation with respect to all, but not less than all, of the issued and outstanding Senior Subordinated Notes on such terms and conditions as shall be specified, from time to time, by the Purchaser in writing at least three (including the related consent solicitation, if any, the “Debt Tender Offer”), such offer to close immediately 3) business days prior to the Effective Time, conditional Closing Date "pay down" letters from the holder of any such Designated Indebtedness indicating the amount required to be paid on all of the conditions Closing Date to the completion holder of such Designated Indebtedness in order to pay and retire in full such Designated Indebtedness and confirming the transactions contemplated by this Agreement set forth matters provided in Article VI being satisfied or waived in accordance with this AgreementSection 4.10(b) below. The Company At the Closing, (i) the Purchaser shall, and pursuant to Section 1.3(a)(ii) hereof, pay to those holders of Designated Indebtedness (or such other persons who shall cause its subsidiaries to, and use its reasonable best efforts be entitled to have its and their Representatives to, provide such cooperation receive payment thereof as directed in the "pay down" letters applicable thereto) specified by the Sellers' Representative to the Purchaser as the Purchaser may reasonably request in connection with the Debt Tender Offer. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with the Debt Tender Offer shall be selected by the Purchaser and the Company shall enter into customary agreements with such parties so selected and on terms and conditions reasonably acceptable to the Purchaser and the Company. The Company shall not, without the consent of the Purchaser, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer at least three (and not validly withdrawn 3) business days prior to the expiry of such offer) (Closing Date the “Tendered Notes”) amounts set forth on the Effective Date, immediately prior to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer).
(3) If requested by the Purchaser in writing on a timely basis, in lieu of commencing a Debt Tender Offer (or in addition thereto), the Company shall (a) notify the Trustee (as defined in the Senior Notes Indenture) in accordance with Section 1103 of the Senior Notes Indenture of the Company’s intention to redeem any or all of the issued and outstanding Senior Subordinated Notes on the Effective Date and take any other actions reasonably requested by the Purchaser to redeem the Senior Subordinated Notes on the Effective Date, immediately prior to the Effective Time and/or (b) take any actions reasonably requested by the Purchaser that are reasonably necessary to facilitate the satisfaction and/or discharge of any or all of the Senior Subordinated Notes pursuant to the "pay down" letters applicable section of the Senior Notes Indenture, and shall redeem or satisfy and/or discharge, as applicable, any or all of the Senior Subordinated Notes thereto in accordance with the terms of the Senior Notes Indenture on the Effective Datesuch "pay down" letters, immediately prior and (ii) to the Effective Time.
(4extent the Sellers' Representative has not previously instructed the Purchaser to pay such Designated Indebtedness pursuant to Section 1.3(a)(ii) The Purchaser agrees to loan sufficient funds to hereof, the Sellers shall cause the Company to enable pay the Company amounts set forth on the "pay down" letters applicable thereto to the holders of such Designated Indebtedness (aor such other persons who shall be entitled to receive payment thereof as directed in such "pay down" letters) repay all amounts outstanding under the Senior Credit Facility in full, (b) purchase all Tendered Notes in accordance with the terms of such "pay down" letters.
(b) The "pay down" letters from each financial institution or other person to which payment of Designated Indebtedness is to be made shall confirm that, upon receipt of such amount, the Designated Indebtedness held by such financial institution or other person will be paid in full and conditions that all further obligations of the Debt Tender Offer and, if applicableCompany in respect thereof will be released and that all Liens securing such indebtedness held by such financial institution or other person will be released and all notes evidencing such indebtedness will be canceled and returned to the Company.
(c) Prior to or concurrently with the Closing, subject to receipt the satisfaction of the requisite consentsother conditions to Closing hereunder, pay for consents validly delivered the Sellers shall cause all holders of any and not revoked all Designated Indebtedness to: (i) release all Liens in accordance with any assets of the Debt Tender OfferCompany securing such indebtedness, and (cii) pay terminate all amounts required to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated by this Section 7.9. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser to, or as directed by, obligations of the Company effective as of immediately prior with respect to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the Purchasersuch indebtedness.
(5) If this Agreement is terminated other than pursuant to Section 8.1(1)(c)(i), Section 8.1(1)(c)(ii) or Section 8.1(1)(d)(i), the Purchaser shall promptly upon request by the Company reimburse the Company and its subsidiaries for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its subsidiaries and their respective advisors, agents and representatives in connection with any actions contemplated by this Section 7.9.
Appears in 1 contract
