Treatment of Existing Indebtedness. The Company shall, and shall cause its Subsidiaries to, cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments under the Company Credit Facility at Closing upon or simultaneously with the funding of the Debt Financing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guarantees and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior to the fifth Business Day prior to the Effective Time, the Company shall use its commercially reasonable efforts, and subject to the cooperation of the existing lenders under the Company Credit Facility, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents under the Company Credit Facility, which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any obligations under the Company Credit Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (ii) state that upon receipt of the Payoff Amount, the Company Credit Facility and related instruments evidencing the Company Credit Facility shall be terminated (except for provisions in the Company Credit Facility that, by their terms, survive such termination) and (iii) state that all encumbrances, guarantees, security interests, collateral and agreements to subordinate in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries securing such obligations thereunder shall be, upon the payment of the Payoff Amount, released and terminated; provided that this Section 8.04 shall not require the Company or any of its Subsidiaries to (i) arrange for financing or refinancing sufficient to repay the Company Credit Facility, except to the extent set forth in Section 8.03 or (ii) cause such repayment, release and termination unless the Closing shall occur substantially concurrently.
Treatment of Existing Indebtedness. Mercury has represented to the Lender that neither it nor its subsidiaries intend to repay, retire, make a distribution to or on account of, or make an interest payment on account of, any existing indebtedness for borrowed money, other than the Bridge Loan, including, but not limited to, indebtedness on account of commercial paper, note agreements, loan agreements, subordinated debt agreements or any of the indebtedness listed on Schedule 2 hereto (collectively, "Funded Debt"), except as contemplated in the Forbearance Agreements or any agreements attached thereto, unless the Lender receives in connection with such payment or distribution, and subject to applicable subordination agreements, its pro rata portion of such payment or distribution on account of indebtedness owing to the Lender under the Existing Agreements.
Treatment of Existing Indebtedness. At the closing of the Transaction, the Company's existing bank credit facility would be refinanced with the proceeds of the debt financing. In addition, prior to the closing we would tender for all of the outstanding 8-7/8% Senior Subordinated Notes of the Company. We would also seek consents from the holders of the 8-7/8% Senior Subordinated Notes to the deletion of substantially all of the negative covenants contained within the indenture relating to such notes. CB Xxxxxxx Xxxxx Services, Inc. November 10, 2000 Employees We are keenly aware of the importance of the Company's employees, in particular, sales professionals, and we believe the Transaction will benefit the employees of the Company. Our capital structure is designed to enable the Company to grow and thereby enhance the opportunities available to its employees. In addition, the employees will be given the opportunity to own a significant amount of equity in the Company going forward. At the closing of the Transaction, we anticipate taking the following actions with respect to certain of the compensation and benefit programs available to the Company's employees: - Deferred Compensation Plan. We will leave the Company Match, Retention and Recruitment Programs under the Deferred Compensation Plan in place at closing and allow each participant in the Deferred Compensation Plan who has invested his or her own funds in the stock fund alternatives under the DCP to (i) convert the value of that investment (based upon the purchase price paid to the Company's stockholders in the Transaction) into any of the insurance mutual fund alternatives now provided under the Deferred Compensation Plan, (ii) receive a cash payment equal to the value of that investment (based upon the purchase price paid to the Company's stockholders in the Transaction), which payment may at the option of such participant be used to purchase shares of the common stock of the Company that the Offering Group intends to make available after the closing of the Transaction (which shares are included in the approximate aggregate 12% made available to employees as discussed below), or (iii) continue that investment after the closing of the Transaction as part of the approximate aggregate 12% to be made available to employees. After the closing of the Transaction, deferrals under the DCP will only be invested in the insurance mutual fund alternatives under the DCP. - Capital Appreciation Plan (401(k)). For legal reasons, it is impractical fo...
Treatment of Existing Indebtedness. (a) As part of the Transactions, the Company shall redeem all outstanding Secured Notes on the Closing Date pursuant to the terms of the Secured Notes and the applicable Secured Notes Indentures (the “Redemption”). Each of the Company, Parent and Merger Sub shall use commercially reasonable efforts to cooperate with each other in connection with the Redemption. The Company shall take all actions necessary to effect the Redemption in accordance with the terms of the Secured Notes Indentures, including, without limitation, Section 3.01, Section 3.03 and Section 3.05 of each of the Secured Notes Indentures, and shall send the required notices of redemption in form and substance reasonably satisfactory to Parent (collectively, the “Redemption Notices”) on or before the date specified by Parent in writing, which date shall be on or after the date of termination or expiration of all waiting periods applicable to the Merger under the HSR Act. The Redemption Notices shall provide that Redemption shall occur on the Closing Date but may be contingent on the occurrence of the Closing. Concurrently with the Effective Time, the Company shall cause, or cause its Subsidiaries to cause, to be redeemed all outstanding Secured Notes in accordance with the Redemption Notices and the terms and conditions of the Secured Notes Indentures, including Section 3.07 of each of the Secured Notes Indentures. On the Closing Date substantially contemporaneously with the Redemption, all Liens securing Indebtedness related to the Secured Notes shall be released pursuant to documentation in form and substance satisfactory to Parent.
Treatment of Existing Indebtedness. Prior to or at the Closing, the Partnership shall deliver to Parent an executed payoff letter (a “Payoff Letter”), in a form and substance reasonably acceptable to Parent, from the lenders, or the administrative agent (or similar person) on behalf of the lenders, as applicable, under the Partnership Credit Agreement. Such Payoff Letter shall (a) confirm the aggregate outstanding principal amount and all accrued but unpaid interest, fees and other obligations required to be paid to fully satisfy all Partnership Indebtedness under the Partnership Credit Agreement, as of the Closing Date, (b) contain payment instructions, (c) provide for the satisfaction, release and discharge of the Partnership Indebtedness under the Partnership Credit Agreement and the agreement by such administrative agent or lenders to the release of all Liens (including mortgages) upon the payment of such amount in accordance with the payment instructions and (d) provide for the authorization to file Uniform Commercial Code termination statements upon the payment in full of the outstanding amounts under the Partnership Credit Agreement and releases as are reasonably necessary to release all Liens (including mortgages) created in connection with the Partnership Credit Agreement.
Treatment of Existing Indebtedness. If reasonably requested by Parent, the Company shall use its reasonable best efforts to, on or before the Closing Date, (i) deliver (or cause to be delivered) a customary payoff letter acknowledging the discharge and satisfaction of all outstanding obligations and liabilities of the Company under the Credit Agreement and (ii) take all other actions required to facilitate the repayment of the obligations with respect to and termination of the commitments under such indebtedness and the release of any Liens and termination of all guarantees granted in connection therewith. Parent shall use its reasonable best efforts to provide all customary cooperation as may be reasonably requested by the Company to assist the Company in connection with its obligation under this Section 6.06.
Treatment of Existing Indebtedness. (a) Prior to the Closing, the Company shall have used commercially reasonable efforts to deliver (by the applicable date required under the terms of the applicable documentation governing the relevant Closing Date Indebtedness) any notices necessary to permit the prepayment, payoff, discharge and termination in full at the Closing of any Closing Date Indebtedness that the Company determines to pay off and terminate (or to cause to be paid off and terminated) at the Closing in its sole discretion.
Treatment of Existing Indebtedness. Prior to the Closing, the Company shall take all necessary actions to approve the individuals who will become directors of the Surviving Corporation pursuant to Section 1.6 as “Continuing Directors” for purposes of the Company’s Indenture, dated as of February 4, 2014, by and among the Company, as issuer, U.S. Bank National Association, as trustee and collateral agent, and the guarantors party thereto (as such Indenture may be amended and supplemented from time to time).
Treatment of Existing Indebtedness. The Company will cooperate with, and take all actions reasonably required by, Parent in order to facilitate the termination and payoff of the commitments with respect to the Funded Indebtedness at the Closing (including, upon such funding, the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at the Closing), or in connection with any proposed refinancing by Parent thereof. Without limiting the foregoing, upon any written request by Parent, on or prior to the fifth Business Day prior to the Closing Date, the Company will use its commercially reasonable efforts, and subject to the cooperation of the existing lenders with respect to the Funded Indebtedness, to arrange for the delivery to Parent of payoff letters in customary form and substance from the administrative agent or other similar agents with respect to the Funded Indebtedness (the “Payoff Letters”), which Payoff Letters will (a) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar Liabilities related to any obligations with respect to the Funded Indebtedness as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (b) state that upon receipt of the Payoff Amount, the Funded Indebtedness and related instruments evidencing the Funded Indebtedness will be automatically terminated and (c) state that all Encumbrances, collateral and agreements to subordinate in connection therewith relating to the assets and properties of the Company securing such obligations thereunder will be, upon the payment of the Payoff Amount, automatically and irrevocably released and terminated with no ongoing Liabilities with respect to the Company.
Treatment of Existing Indebtedness. (a) If requested by the Purchaser, the Company shall use its commercially reasonable efforts to, and shall use its commercially reasonable efforts to cause each of its Subsidiaries to, take any actions (including one or more tender, exchange or change of control offers for, and any related consent solicitations) requested by the Purchaser that are reasonably necessary or advisable for the amendment, payoff, satisfaction, discharge and/or defeasance of any Existing Indebtedness (other than as identified on Schedule 7.08(a)) and shall amend, pay-off, redeem or satisfy, discharge and/or defease, as applicable, such Existing Indebtedness in accordance with and pursuant to the terms of the indenture, note purchase agreement, credit agreement or other similar agreement, as applicable, governing such Existing Indebtedness (any such amendment, pay-off, redemption, satisfaction, discharge or defeasance, the “Company Debt 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 such action (i) can be conditioned on the occurrence of the Closing and (ii) would not result in the Company and its Subsidiaries having insufficient operational or borrowing capacity to operate its business substantially as operated as of the date hereof; provided, further, that at the Closing, the Purchaser, or the Company at the direction of the Purchaser, 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.
