Common use of Repayment of Indebtedness Clause in Contracts

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”). Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by the Company or any of its Subsidiaries thereunder and shall provide for a release of all Liens and guarantees thereunder upon the receipt of the respective payoff amounts specified in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to the Payoff Letter.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 6.11(a) of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”). Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement), which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by such indebtedness of the Company or any of its Subsidiaries thereunder set forth on Section 6.11(b) of the Company Disclosure Letter to be discharged at the Closing and shall provide for a the automatic release of all Liens and guarantees thereunder upon the receipt payment of the respective payoff amounts specified in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to the Payoff Lettersuch amount.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 6.11 of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”). Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by such indebtedness of the Company or any of its Subsidiaries thereunder to be discharged at the Closing and shall provide for a the automatic release of all Liens and guarantees thereunder upon the receipt payment of the respective payoff amounts specified in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to the Payoff Lettersuch amount.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, and in the event the relevant Transaction Consent is not obtained prior to the Closing, Parent shall (provide or shall cause an Affiliate to) provide and make available to be provided to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 6.13 of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon thereon, redemption or other prepayment premiums and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”); provided that Parent may elect to pay or cause to be paid the Debt Payoff Amount on behalf of the Company without providing funds to the Company. Subject to Parent’s compliance with the previous sentencesentence and to the extent not paid directly to the counterparties under the Company Debt, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by the Company or any of its Subsidiaries thereunder and shall provide for a release of all Liens and guarantees thereunder upon the receipt of the respective payoff amounts specified in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to the Payoff Letter.

Repayment of Indebtedness. In connection Prior to the Closing, the Company shall use its commercially reasonable efforts to cause the lender (or, if applicable, the agent for the lenders) under each Credit Agreement to deliver to Parent duly executed payoff letters with respect to the obligations under the Credit Agreements in form and conditioned upon substance reasonably satisfactory to Parent (collectively, the Effective Time“Payoff Letters”), Parent which Payoff Letters shall (or shall cause an Affiliate toa) provide and make available indicate the aggregate amounts required to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge satisfy in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) indebtedness of the Company or any of its Subsidiaries thereunder outstanding under the Credit Agreements (collectivelytogether with wire transfer and payment instructions for payment thereof) and (b) provide that upon receipt by the holders of the obligations under the applicable Credit Agreement (or an agent or representative on their behalf) of the applicable payoff amount in the accordance with such Payoff Letter (i) all Liens (if any) securing the obligations under such Credit Agreement or under any related loan document shall be automatically released and terminated, and (ii) provide for the filing of any statements or other documents terminating such Liens (including UCC-3 termination statements for all UCC-1 financing statements filed in connection with the applicable Credit Agreement). At the Closing, Parent shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, the “Debt Payoff Amount”). Subject indebtedness of the Company and its Subsidiaries outstanding under the Credit Agreements required to Parent’s compliance be repaid at Closing in accordance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff AmountLetters. The Company shall use its commercially reasonable best efforts to, on or prior to effect the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by the Company or any of its Subsidiaries thereunder and shall provide for a release of all other Liens and guarantees thereunder upon on the receipt assets of the respective payoff amounts specified Company and its Subsidiaries in connection with the Credit Agreements in accordance with the Payoff Letter and (ii) drafts of Letters at or promptly following the customary Lien release and termination documents related to the Payoff LetterClosing.

Repayment of Indebtedness. In connection with with, and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate of Parent to) provide and make available to the Company agents under the Existing Credit Agreement specified in the Payoff Letter immediately available funds in an amount equal to the Debt Payoff Amount no later than the Effective Time and in accordance with the Payoff Letter. The Company shall not later than the date that is two (2) Business Days prior to the Closing Date, provide Parent with a customary payoff letter (the “Payoff Letter”) from the agents on behalf of the financial institutions or other lenders party to the Existing Credit Agreement, which Payoff Letter (x) need not be executed by such agents until the Closing Date and (y) shall set forth the aggregate amount necessary for the Company and its Subsidiaries required to repay and discharge satisfy in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 such indebtedness of the Company Disclosure Letter or any of its Subsidiaries (including the “Company Debt”)pledge or deposit of cash collateral or issuance of backstop letters of credit in respect of the Company’s or any of its Subsidiaries’ existing letters of credit) to be discharged at the Closing, including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”). Subject , together with payoff instructions for making such payment on the Closing Date and shall cause all Liens, guarantees and other obligations arising under the Existing Credit Agreement and related to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by the Company or any of its Subsidiaries thereunder and shall provide for a release of all Liens and guarantees thereunder be terminated upon the receipt of the respective payoff amounts specified Debt Payoff Amount in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to accordance with the Payoff Letter.

Repayment of Indebtedness. (a) In connection with and conditioned upon the Effective Time, Parent shall (or shall cause an Affiliate to) provide and make available to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 6.13 of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”). Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or prior to the Closing Date, provide Parent with (i) a customary payoff letter (the “Payoff Letter”) from the agent under the Existing Credit Agreement, which Payoff Letter shall set forth the aggregate amount required to satisfy in full all amounts outstanding or otherwise due and owing by such indebtedness of the Company or any of its Subsidiaries thereunder to be discharged at the Closing and shall provide for a the automatic release of all Liens and guarantees thereunder upon the receipt payment of the respective payoff amounts specified in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to the Payoff Lettersuch amount.

Repayment of Indebtedness. In connection with and conditioned upon the Effective Time, Parent shall At least three (or shall cause an Affiliate to3) provide and make available to the Company in immediately available funds in an amount equal to the amount necessary for the Company and its Subsidiaries to repay and discharge in full all amounts outstanding or otherwise due and owing pursuant to the terms of the financing arrangements set forth on Section 5.12 of the Company Disclosure Letter (the “Company Debt”), including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the transactions contemplated at the Closing or that may become due and payable at the Effective Time) of the Company or any of its Subsidiaries thereunder (collectively, the “Debt Payoff Amount”). Subject to Parent’s compliance with the previous sentence, the Company shall pay the Debt Payoff Amount to the counterparties under the Company Debt as promptly as practicable following the date the Company receives such Debt Payoff Amount. The Company shall use its reasonable best efforts to, on or Business Days prior to the Closing Date, provide Parent and concurrently with or prior to the delivery of the Estimated Closing Statement, the Company shall have obtained and delivered to the Purchaser duly executed payoff letters, in form and substance reasonably acceptable to the Purchaser (i) a customary payoff letter (collectively, the “Payoff LetterLetters”) from ), with respect to the agent under repayment or prepayment of all of the Existing Credit Agreement, which Closing Indebtedness. Each Payoff Letter shall set forth (a) reflect the aggregate amount amounts required in order to satisfy pay in full as of the payoff date provided therein such Closing Indebtedness and (b) provide that, upon receipt of such amounts in compliance with the terms of the applicable Payoff Letter, (A) all amounts outstanding or otherwise due instruments evidencing such Closing Indebtedness shall be terminated and owing by all obligations of the Company or any thereunder released and (B) all Liens, guarantees and collateral agreements relating to the assets and properties of its Subsidiaries thereunder the Company securing such Closing Indebtedness shall be automatically released and terminated, in each case, subject to the terms and provisions applicable to such Indebtedness that survive repayment in accordance with the terms of such Indebtedness. The Company shall cooperate with the Purchaser in arranging for such repayment to occur on the Closing Date and shall provide take such reasonable actions as may be necessary for a the Purchaser to make such repayment and to effect the release in connection with such repayment of all any Liens and guarantees thereunder upon securing such Indebtedness on the receipt of the respective payoff amounts specified in the Payoff Letter and (ii) drafts of the customary Lien release and termination documents related to the Payoff LetterClosing Date.