Treatment of Certain Indebtedness. (a) The Company shall use reasonable best efforts to commence, as soon as reasonably practicable after the receipt of a written request from Parent to do so subsequent to the date of this Agreement (and only upon receipt of such written request), at Parent’s expense, an offer to purchase and/or prepay any and all of its 5.00% Senior Notes due 2021 (the “2021 Notes”), issued pursuant to that certain First Supplemental Indenture, dated as of January 28, 2011, by and among the Company, and U.S. Bank National Association, as trustee, supplementing that certain Indenture, dated as of January 28, 2011, by and among the Company, and U.S. Bank National Association, as trustee (the “Indenture”) on or (if required) after the Closing Date on terms and conditions that satisfy the requirements of Section 1.02(h) of the Indenture (a “Change of Control Offer”); provided, that (A) the Company shall not be required to commence any Change of Control Offer until Parent shall have provided the Company with the necessary offer to purchase, supplemental indenture or other related documents in connection with such Change of Control Offer (collectively, the “Change of Control Offer Documents”) a reasonable period of time in advance of commencing the applicable Change of Control Offer, (B) Parent will consult with the Company regarding the timing and commencement of any Change of Control Offer in light of the regular financial reporting schedule of the Company, the requirements of applicable Law, including SEC rules and regulations, any material non-public information known to the Company and the requirements of the Indenture, and, in each case, allow the Company to alter the Change of Control Offer timing to ensure compliance with applicable Law, including SEC rules and regulations and the Company’s lack of material non-public information and the requirements of the Indenture, (C) Parent shall consult with the Company and afford the Company a reasonable opportunity to review, comment and approve the material terms and conditions of the Change of Control Offer, with such approval not to be unreasonably withheld, conditioned or delayed by the Company, (D) the Company shall not be required to commence any Change of Control Offer prior to the date that is sixty days prior to the first date on which the Company and Parent reasonably expect the Closing may occur, (E) the Company will not be required to pay, purchase or otherwise retire any Indebtedness prior to the occurrence of the Ef...
Treatment of Certain Indebtedness. On or prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, use its and their respective reasonable best efforts to cause the administrative agent under the Existing Credit Agreement to furnish to Parent, no later than three (3) Business Days prior to the Closing Date, a draft of the payoff letter with respect to the Existing Credit Agreement (the “Payoff Letter”) in customary form, which Payoff Letter shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties (if any), breakage costs or other amounts then due and payable, in each case, under the Existing Credit Agreement and the related loan documentation (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens granted in connection therewith on the assets of the Company or any of its Subsidiaries or otherwise on the business of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the applicable agent under the Existing Credit Agreement, released or customary arrangements for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. Parent shall provide all funds required to repay the Existing Credit Agreement pursuant to the Payoff Letter on the Closing Date. In no event shall the receipt of the Payoff Letter or the repayment or termination of the Existing Credit Agreement, or any other financing termination or the release of any Lien, be a condition to any of the obligations of Parent or Merger Sub hereunder.
Treatment of Certain Indebtedness. Seller shall, and shall cause its applicable Subsidiaries to, deliver all notices and take other actions required to facilitate (a) the termination of commitments in respect of the Indebtedness listed on Section 3.5(c) of the Seller Disclosure Letter at or prior to the Closing Date, (b) repayment in full of all obligations in respect of such Indebtedness at or prior to the Closing Date and (c) release of any Encumbrances and guarantees in connection therewith at or prior to the Closing Date.
Treatment of Certain Indebtedness. The Realogy Member hereby agrees to cause the Realogy Advisors (as defined in the Operating Agreement as amended by this Amendment) to approve such actions as are reasonably required to facilitate the refinancing or extension of the Company’s existing indebtedness (on terms no less favorable in the aggregate to the Company or the Realogy Member than the terms of such existing indebtedness) to the extent required or reasonably requested by the PHH Member in connection with the Merger and the Mortgage Business Sale; provided that Holdco agrees to compensate the Company for any expenses incurred by it in connection therewith that would not have been incurred but for such refinancing or extension; and provided further that in no event may any such refinancing or extension of the Company’s existing indebtedness include covenants or other terms or otherwise be structured in a manner that has the effect of disadvantaging the Company or its borrowing costs for the benefit of PMC or any of its Affiliates or any of their respective businesses.
Treatment of Certain Indebtedness. Prior to the Effective Time, the Company shall (a) deliver (or cause to be delivered) notices of prepayment and/or termination of the Credit Agreement (which notices may be conditioned upon the consummation of the Closing and other transactions contemplated hereunder (including the Debt Financing)) within the time periods required by the Credit Agreement; (b) take all other actions required to facilitate the repayment of the accrued Obligations (as defined in the Credit Agreement) with respect to and termination of the commitments under the Credit Agreement and the release of any Liens (including any Liens granted against the Company Registered Intellectual Property) and termination of all guarantees granted in connection therewith, in each case on the Closing Date subject to the delivery of funds arranged by Parent and the occurrence of the Effective Time (the “Credit Agreement Termination”) and (c) use reasonable best efforts to obtain a customary executed pay-off letter (the “Pay-Off Letter”) from the Administrative Agent in respect of the Credit Agreement at least one (1) Business Day prior to Closing and use reasonable best efforts to obtain and furnish Parent with a draft of such pay-off letter not fewer than five (5) Business Days prior to the contemplated Effective Time. Notwithstanding anything to the contrary herein, (x) in no event shall this Section 6.20 require the Company or any of its Subsidiaries to cause any Credit Agreement Termination unless the Closing shall have occurred and (y) Parent shall provide, or cause to be provided, all funds required to effect any Credit Agreement Termination.
Treatment of Certain Indebtedness. (a) The Company shall provide written notice of the anticipated effective date of the Merger to holders of the Convertible Notes, the Trustee, and the paying agent and conversion agent identified in the Indenture within two (2) Business Days after the date hereof in accordance with Sections 4.01(b)(iv) and 4.06(e) of the Indenture. Prior to the Effective Time, the Company shall not make any change to the terms of the Indenture relating to the Convertible Notes without the prior written consent of Parent. In addition, the Company and the Surviving Corporation shall take all such other actions as may be reasonably required in accordance with, and subject to, the terms of the Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates, press releases or other documents or instruments required to comply with the Indenture or applicable Law.
Treatment of Certain Indebtedness. (a) The Company shall, and shall cause the applicable Company Subsidiaries to, use reasonable best efforts to deliver all notices and take other actions required to facilitate (i) the termination of commitments in respect of the Repayment Debt on the Closing Date, (ii) repayment in full of all obligations in respect of such Repayment Debt on the Closing Date and (iii) release of any Liens and guarantees in connection therewith on the Closing Date. In furtherance and not in limitation of the foregoing, the Company, or the applicable Company Subsidiary, shall use reasonable best efforts to negotiate and deliver to Parent, at least five (5) Business Days prior to the Closing Date (or such later date as Parent may agree in writing, but in any event, on or prior to the Closing Date), Payoff Letters, in substantially final form and in form and substance reasonably acceptable to Parent, from all financial institutions and other Persons to which such Repayment Debt is owed, or the applicable agent, trustee or other representative on behalf of such Persons. Parent shall assist the Company in connection with any action taken pursuant to this Section 6.06(a).
Treatment of Certain Indebtedness. (a) As part of the transactions contemplated by this Agreement, (i) the Company shall, if requested by Parent, commence a “change of control” tender offer (the “Change in Control Offers”) for each series of the outstanding Notes pursuant to the terms of the Notes prior to, but conditioned on, the Closing, and (ii) Parent may, at its election following consultation with the Company, commence a tender offer for cash or an exchange offer for securities for all or any portion of the outstanding Notes prior to, but conditioned on, the Closing (the “Parent Debt Offers” and, together with the Change in Control Offers, the “Debt Offers”), in each case in compliance with applicable Law. Each of the Company, Parent and Merger Sub shall use reasonable best efforts to cooperate with each other in connection with the Debt Offers; provided, however, that except as set forth in Section 6.19 of the Company Disclosure Schedule, the terms, conditions, timing and all other decisions regarding the Debt Offers shall be determined by Parent in its sole discretion. As part of any Debt Offer, Parent may elect to include a Consent Solicitation to alter the terms of any remaining Notes outstanding after giving effect to the Debt Offer provided, that any such altered terms shall become operative only upon Closing and the acceptance of the offer and payment for the Notes tendered pursuant thereto.
Treatment of Certain Indebtedness. (a) Parent shall use reasonable best efforts to negotiate a payoff letter, in advance of the Closing, from the agent under that certain Credit and Guaranty Agreement, dated as of June 12, 2007 (the “Parent Credit Facility”), among Parent, the other loan parties referred to therein, each lender from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other parties thereto, with respect to the Indebtedness of Parent and its Subsidiaries under the Parent Credit Facility. On the Closing Date, Parent shall use reasonable best efforts to, and to cause its Subsidiaries to, (i) terminate the Parent Credit Facility and all related contracts, agreements and other documents to which Parent or any of its Subsidiaries is a party and (ii) cause to be released all Liens on its assets and the assets of its Subsidiaries relating to the Parent Credit Facility.
Treatment of Certain Indebtedness. (a) The Company shall provide written notice of the anticipated effective date of the Closing to holders of the Convertible Notes, the Trustee, and the paying agent and conversion agent identified in the Indentures within three (3) Business Days after the date of this Agreement and in accordance with Section 14.01(b)(iii) of each of the Indentures. Prior to the Closing, the Company shall not make any change to the terms of the Indentures relating to the Convertible Notes without the prior written consent of Parent. In addition, the Company and its Subsidiaries shall take all actions as may be required in accordance with, and subject to, the terms of the Indentures including, without limitation, delivery, issuance or entry into, as applicable, of any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the Indentures. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates, and written or verbal responses to any inquiries from holders of the Convertible Notes or other documents or instruments deliverable pursuant to or in connection with the Indentures prior to the dispatch or making thereof, and the Company shall promptly respond to any questions from, and shall reflect any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof.
