Termination of Certain Indebtedness. The Company shall use its reasonable best efforts to deliver to Parent, (A) at least four business days prior to the anticipated Acceptance Time, executed prepayment notices and (B) at least two business days prior to the Acceptance Time, the final form of payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, in form and substance reasonably satisfactory to Parent and the Company, with respect to all indebtedness and other obligations of the Company and its Subsidiaries under the Company Credit Agreement, provided that the Company shall not be required to deliver any prepayment notice or payoff letter unless the requisite lenders under the Company Credit Agreement acknowledge and agree that such prepayment or payoff is not irrevocable and that prepayment of the Company Credit Agreement shall not be required unless and until the Acceptance Time occurs. Parent and the Company shall use reasonable best efforts to procure that such payoff letters shall (i) provide for a mutually reasonably satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement) and (ii) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such indebtedness and release any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such indebtedness. The Company shall discharge such indebtedness at the Acceptance Time and implement such mutually satisfactory arrangement (which arrangement may include replacement or backstop letters of credit issued under Parent’s credit facility) with respect to, any letters of credit in accordance with instructions as may be provided in such payoff letters and, unless otherwise requested by Parent, permanently terminate the Company Credit Agreement and all related agreements. 63
Termination of Certain Indebtedness. (a) The Company shall use commercially reasonable efforts to deliver to Parent at least two Business Days prior to the date of acceptance of shares of Company Common Stock for payment pursuant to the Offer a letter or other information from the lenders under the Company’s existing credit facility, setting forth, with respect to the indebtedness under such facility, the amount of principal, interest and other fees and expenses required to satisfy and terminate all obligations of the Company and in form and substance reasonably satisfactory to Parent.
Termination of Certain Indebtedness. The Corporation shall deliver to Purchaser at least two (2) Business Days prior to the Effective Date payoff letters from third-party lenders, in form and substance satisfactory to Purchaser, in its sole discretion, with respect to the indebtedness of the Corporation specified by Purchaser to the Corporation no later than ten (10) Business Days prior to such date. On the Effective Date, subject to Purchaser making available necessary funds to do so, the Corporation shall use its commercially reasonable efforts to cause such indebtedness (and all related Contracts to which the Corporation is a party or by which it is bound) to be permanently terminated, as requested by Purchaser, and, to the extent the indebtedness is secured by hypothecs or other Encumbrances, shall use its commercially reasonable efforts to cause such hypothecs or other Encumbrances to be released by the third-party lenders. The Corporation hereby covenants, if notified by Purchaser no later than five (5) Business Days prior to the Effective Date, to grant Encumbrances in favour of, or as directed by, the Purchaser that are substantially identical to the Encumbrances, if any, that were securing the indebtedness or credit facilities repaid in accordance with this Section 2.12, such Encumbrances to be granted immediately prior to and in anticipation of such repayment.
Termination of Certain Indebtedness. (a) At least six (6) Business Days prior to the Closing Date, the Company shall deliver to the Acquiror executed prepayment notices (to the extent the agreements underlying such Indebtedness require such notice) and at least five (5) Business Days prior to the Closing Date, the Company shall deliver to the Acquiror (a) customary payoff letters to be executed by third-party lenders or an agent, if applicable, on their behalf, with respect to (i) all Indebtedness of the Company and its Subsidiaries under the Company Credit Agreement (including, for the avoidance of doubt, all obligations under and in respect of any swap, hedging or similar agreement entered into by the Company in connection with such Indebtedness) and (ii) any other Indebtedness for borrowed money specified by the Acquiror to the Company no later than twelve (12) Business Days prior to the Closing Date. Such payoff letters shall (x) provide for the cash collateralization of any letters of credit issued for the Company or any of its Subsidiaries (including any letters of credit issued under the Company Credit Agreement), to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank, (y) correctly specify the amounts, including any applicable premiums, fees and expenses, necessary to repay such Indebtedness and completely discharge the obligations of the Company and its Subsidiaries with respect to such Indebtedness and (z) release and terminate any Encumbrances on the assets and properties of the Company and its Subsidiaries relating to such Indebtedness and any guarantees thereof. At the Closing, the Company shall discharge such Indebtedness.
