Common use of Termination of Indebtedness Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (AOL Inc.)

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Termination of Indebtedness. The Company Sellers shall negotiate Debt Payoff Letters for all Funded Payoff Indebtedness. The Company Sellers shall, and shall cause the Company and its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the Parent Buyer to facilitate the termination of all Contracts relating to Funded Payoff Indebtedness, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by the ParentBuyer) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.12 5.9 require any of the Sellers or the Company or any of its Subsidiaries to cause the termination of any Contracts relating to Funded Payoff Indebtedness other than as part of the Closing.

Appears in 1 contract

Samples: Unit Purchase Agreement (VERRA MOBILITY Corp)

Termination of Indebtedness. The Company Seller shall negotiate Debt Payoff Letters for all Funded Payoff Indebtedness. The Company Seller shall, and shall cause the Company and its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the Parent Buyer to facilitate the termination of all Contracts relating to Funded Payoff Indebtedness, the termination of the commitments provided thereunder, the repayment in full of all obligations then outstanding thereunder (using funds provided by the ParentBuyer) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.12 5.9 require any of the Seller or the Company or any of its Subsidiaries to cause the termination of any Contracts relating to Funded Payoff Indebtedness other than as part of the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Costar Group Inc)

Termination of Indebtedness. The Company shall negotiate Debt Payoff Letters debt payoff letters for all Funded Payoff Indebtedness. The Company shall, and shall cause its Subsidiaries to, deliver all notices and take all other actions reasonably requested by the Parent Acquiror to facilitate the termination of all Contracts relating to Funded IndebtednessPayoff 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 ParentAcquiror) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.12 ‎Section 5.9 require the Company or any of its Subsidiaries to cause the termination of any Contracts relating to Funded Payoff Indebtedness or any interest rate swap or other hedging agreements other than as part of the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SomaLogic, Inc.)

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Termination of Indebtedness. The Company shall negotiate Debt Payoff Letters for all Funded Payoff Indebtedness. The Company shall, and shall cause its Subsidiaries to, deliver all notices and shall use commercially reasonable efforts to take all other actions reasonably requested by the Parent necessary to facilitate the termination of all Contracts relating to Funded IndebtednessPayoff 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 ParentBuyer) and the release of all Encumbrances in connection therewith on the Closing Date; provided, however, that in no event shall this Section 5.12 5.9 require the Company or any of its Subsidiaries to cause the termination of any Contracts relating to Funded Payoff Indebtedness or any interest rate swap or other hedging agreements other than as part of the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infor, Inc.)

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