Company Credit Agreement. At or prior to the Closing, Parent shall refinance (or arrange for the continuation of) or repay all the Company's debt under its $200 million bank credit facility with SunTrust Bank, Nashville, N.A., NationsBank, N.A., and The First National Bank of Chicago and the other lenders thereunder (the "Bank Credit Facility"). Parent acknowledges that the Merger may constitute an "Event of Default" under the Bank Credit Facility. Notwithstanding the foregoing, Parent acknowledges that the receipt of the consent or waiver of the lenders under the Bank Credit Facility shall not be a condition to Parent's obligation to effect the Merger.
Company Credit Agreement. Acquiror shall enable and cause the Company, concurrently with the Closing, to pay in full all amounts owed by NGAS Production Co. under the Company Credit Agreement or have made other arrangements that are satisfactory to the lenders under the Company Credit Agreement.
Company Credit Agreement. The Company shall use commercially reasonable efforts to (a) to deliver a draft of the Payoff Letter prior to the Closing Date, (b) to deliver or facilitate the delivery of the executed Payoff Letter at least two (2) Business Day prior to Closing Date and (c) cooperate with any back-stop, “roll-over” or termination of any existing letters of credit under the Company Credit Agreement.
Company Credit Agreement. The Company shall promptly after the date hereof use its commercially reasonable efforts to obtain consent under the Company Credit Agreement to make the covenants set forth in Section 5.1(b)(xx); provided that in no event shall the Company be required to pay any fee to the lenders under the Company Credit Agreement in connection with obtaining such consent. The Company shall during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement, the Effective Time or receipt of the consent described in the foregoing sentence comply with the provisions of Section 6.02 of the Company Credit Agreement.
Company Credit Agreement. (1) The Company shall co-operate with the Purchaser to obtain the written consent, waiver or other agreement of the lender under the Company Credit Agreement as is necessary to effect a waiver of the “change of control” event of default or similar restrictions under the Company Credit Agreement arising as a result of the completion of the Arrangement (including any repayment to holders of Convertible Debentures Subject to Repayment), on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration to, or incur any liability or obligation from, the lender under the Company Credit Agreement, without the prior written consent of the Purchaser. In the event that such consent, waiver or other agreement is not obtained by the Effective Date, the Purchaser agrees that it shall make arrangements to repay or refinance (subject to the conditions set out in clause (3) below) the indebtedness under the Company Credit Agreement effective as of the Effective Date in accordance with the terms of a payoff and discharge letter to be issued by the lender under the Company Credit Agreement.
Company Credit Agreement. On or prior to the Closing Date, the Company shall have caused (i) the Senior Bank Debt to be repaid to the lenders under the Company Credit Agreement in full satisfaction and discharge of any and all amounts owed thereunder, (ii) the release and discharge of the Company from any further liability or obligation in respect of the Company Credit Agreement and (iii) termination of the Company Credit Agreement (and the release of any security interest in the Collateral (as such term is defined in the Company Credit Agreement).
Company Credit Agreement. The Company Credit Agreement shall have been duly executed and delivered by the parties thereto and all of the conditions to the "First Lending" thereunder shall have been satisfied. 7.7.
Company Credit Agreement. The Company has provided to or made available to Purchaser a true and correct copy of the Company Credit Agreement including all amendments and modifications thereto. No rights or obligations of any party to the Company Credit Agreement have been waived, and no party to the Company Credit Agreement is in default of its obligations thereunder. The Company Credit Agreement is a valid, binding and enforceable obligation of the parties thereto in accordance with its terms and is in full force and effect.
Company Credit Agreement. (a) To the extent that the Company Credit Agreement is then outstanding and has not been refinanced by the Parent Replacement Credit Facility, the Company shall use commercially reasonable efforts to deliver to Parent no less than one (1) Business Day prior to the Closing customary payoff letter(s) in connection with the repayment by Parent at the Effective Time of the funded Indebtedness of the Company and its Subsidiaries under the Company Credit Agreement, which payoff letter(s) shall (i) acknowledge the aggregate principal amount and accrued and unpaid interest outstanding in respect of such Indebtedness as of the Effective Time, and (ii) provide for the termination of all agreements relating to such Indebtedness, subject to customary exceptions (including any provisions that expressly survive repayment in full), and the release and termination of all Liens securing such Indebtedness and all guarantees by the Company or any of its Subsidiaries of such Indebtedness, in each case, upon receipt of payment in full (from funds provided by the Parent) of the applicable payoff amount specified therein in accordance therewith (including the replacement or cash collateralization by Parent of any letters of credit outstanding thereunder). The Company shall use commercially reasonable efforts to provide all required notices in connection with the repayment and termination of such Indebtedness as of the Effective Time (or obtain waivers of the requirement to provide such notice); it being understood that in no event shall the Company be required to give any such notice that is not conditioned on the occurrence of the Closing.
Company Credit Agreement. (a) Subject to Section 7.15(c), the Company shall take such actions as are reasonably necessary to ensure that the Transactions will satisfy the requirements of a Permitted Change of Control under the Company Credit Agreement, including (i) delivering the notice required by clause (vii)(x) of the definition of Permitted Change of Control at least fifteen (15) Business Days prior to the Closing Date, (ii) facilitating delivery of “know-your-customer” information relating to Pensare and Merger Sub that has been requested by the administrative agent or any lender under the Company Credit Agreement pursuant to clause (vii)(y) of the definition of Permitted Change of Control and (iii) delivering the certificate required by clause (viii) of the definition of Permitted Change of Control (but excluding payment of any fees or expenses in connection with obtaining any necessary consent, amendment, modification or waiver, which fees and expenses are the addressed in clause (c) below). Pensare shall use reasonable best efforts to cooperate with and assist the Company in connection with the foregoing and shall provide the Company with any readily available financial information and “know-your-customer” information relevant to the occurrence of a Permitted Change of Control under the Company Credit Agreement, and execute any documents relevant to the occurrence of a Permitted Change of Control under the Company Credit Agreement, in each case, that is reasonably requested by the Company in connection with the foregoing.
