Common use of Termination of Indebtedness Clause in Contracts

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.