Termination of Indebtedness. The Company shall negotiate Debt Payoff Letters for all Funded Indebtedness. The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the Parent to facilitate the termination of all Contracts relating to Funded Indebtedness, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by the Parent) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.12 require the Company or any of its Subsidiaries to cause the termination of any Contracts relating to Funded Indebtedness other than as part of the Closing.
Termination of Indebtedness. Prior to the Closing, the Company shall have delivered to Parent duly executed payoff letters from the lenders (or agents therefor) under the Company Credit Agreements, each in the customary forms of such lenders (or agents therefor) or otherwise in form and substance reasonably acceptable to Parent, each of which shall provide that upon payment of the amount specified in such payoff letter: (a) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Company Credit Agreement shall be repaid, discharged and extinguished in full; (b) all Encumbrances in connection therewith shall be released; and (c) either (i) the lenders (or agents therefor) shall file all necessary UCC and lien terminations or otherwise take all actions reasonably requested by Parent to evidence and record such discharge and release as promptly as practicable following the Closing or (ii) the Company or Parent shall be expressly authorized to have any such documents filed on any such lenders’ (or agents’) behalf.
Termination of Indebtedness. The Company shall use commercially reasonable efforts to negotiate customary payoff letters with respect to Indebtedness identified on Disclosure Schedule 4.14 (the “Payoff Indebtedness”), duly executed by each holder of Payoff Indebtedness (or an agent with respect to such Payoff Indebtedness), each in form and substance acceptable to the Buyer (which acceptance shall not to be unreasonably withheld, delayed, conditioned or denied) in which the payee shall agree that upon payment of the amount specified in such payoff letter: (1) all outstanding obligations of the Company arising under or related to the applicable Payoff Indebtedness shall be repaid, discharged and extinguished in full (with customary exceptions); (2) all Liens in connection therewith shall be released on the Closing Date upon receipt of the requisite payoff amounts; (3) the payee shall take all customary actions reasonably requested by the Buyer to evidence and record such discharge and release as promptly as practicable; and (4) the payee shall return to the Company and its Subsidiaries all instruments evidencing the applicable Payoff Indebtedness (including all notes) and all collateral consisting of certificated securities securing the applicable Payoff Indebtedness that are in its possession (each such payoff letter, a “Debt Payoff Letter”); provided, however, that in no event shall the Company be obligated to take any action or deliver any documents required by this Section 4.14 other than as part of (i) the Closing, (ii) the consummation of the Merger and (iii) the repayment of such Payoff Indebtedness pursuant to Section 2.7(a)(v).
Termination of Indebtedness. The Company shall negotiate Debt Payoff Letters for all Payoff Indebtedness. The Company shall deliver all notices and take all other actions reasonably requested by Acquiror to facilitate the termination of all Contracts relating to Payoff Indebtedness, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by Acquiror) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 6.8 require the Company to cause the termination of any Contracts relating to Payoff Indebtedness other than as part of the Closing.
Termination of Indebtedness. (a) Prior to the Closing, the Company shall provide Parent with (i) customary pay-off letters evidencing the termination of all obligations under, and release of all Encumbrances in connection with, any outstanding third-party Indebtedness (other than Permitted Surviving Indebtedness), subject only to payment of the amounts specified therein in accordance with the terms thereof, (ii) all consents from third parties that may be required under the terms of the Permitted Surviving Indebtedness in connection with the transactions contemplated by this Agreement, and (iii) any additional documentation, including UCC filings, necessary to better evidence or effect the release of any such Encumbrances.
(b) The Company shall take, and shall cause the Retained Subsidiaries to take, all actions necessary, proper or advisable to unwind and terminate, the derivatives agreements to which it or any of the Retained Subsidiaries is a party on or prior to the Closing. The Company shall, and shall cause the Retained Subsidiaries to, consult with Parent with respect to, and keep Parent informed as to the status of, its efforts to unwind the derivatives agreements and the negotiation of any termination payment or valuation related thereto, as applicable.
(c) Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, at their own expense, execute and file all documents and take all other appropriate actions as reasonably necessary to record with the United States Patent and Trademark Office the release of all previously released Encumbrances on any Company Intellectual Property Registrations.
(d) Prior to the Closing Date, the Company shall use its reasonable best efforts to reduce the Indebtedness of the Company and its Subsidiaries below the Target Indebtedness Amount.
Termination of Indebtedness. Agent shall have received evidence satisfactory to Agent that simultaneously with the funding of the Tranche B Loans, all Indebtedness of the Loan Parties (other than Indebtedness under the Loan Documents and the First Lien Loan Documents) shall be terminated and all amounts owing thereunder shall be simultaneously paid in full and arrangements satisfactory to Agent shall have been made for the termination of Liens and security interests granted in connection with any such terminated Indebtedness.
Termination of Indebtedness. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Existing Indebtedness shall be simultaneously terminated, all amounts thereunder shall be simultaneously paid in full and arrangements satisfactory to the Administrative Agent shall have been made for the termination of Liens and security interests granted in connection therewith.
Termination of Indebtedness. The Seller shall negotiate Debt Payoff Letters for all Payoff Indebtedness. The Seller Parties shall, and shall cause the Company to, deliver all notices and take all other actions reasonably requested by the Buyer to facilitate the termination of all Contracts relating to Payoff Indebtedness and all interest rate swap or other hedging agreements, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by the Buyer) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.11 require any of the Seller Parties or the Company to cause the termination of any Contracts relating to Payoff Indebtedness or any interest rate swap or other hedging agreements other than as part of the Closing.
Termination of Indebtedness. Each Seller shall cause Debt Payoff Letters to be negotiated for all Payoff Indebtedness. Each Seller Party shall cause the Company and its Subsidiaries to deliver all notices and take all other actions reasonably requested by the Buyer Parties to facilitate the termination of all Contracts relating to Payoff Indebtedness, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by the Buyer) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.8 require any of the Sellers to cause the termination of any Contracts relating to Payoff Indebtedness other than as part of the Closing.
Termination of Indebtedness. The Company and each applicable Acquired Entity shall use commercially reasonable efforts to negotiate debt payoff letters for all Indebtedness to be paid at Closing as described in Section 1.3. The Company and each applicable Acquired Entity shall deliver all notices and take all other actions reasonably requested by the Buyer to facilitate the termination of all Contracts relating to such Indebtedness, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by the Buyer) and the release of all Liens in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.9 require the Company or any of the Acquired Entities to cause the termination of any Contracts related to such Indebtedness other than as part of the Closing.
