Common use of Closing Indebtedness Clause in Contracts

Closing Indebtedness. (a) To the extent reasonably requested by Parent, (i) the Company shall, or shall cause its Subsidiaries to, deliver all notices of prepayment with respect to the loans and other extensions of credit outstanding under, and/or notices of termination of all commitments to extend credit under, the Credit Agreement, (in each case, contingent upon the occurrence of the Closing). In addition, if reasonably requested by Parent, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain from the agent under the Credit Agreement prior to the Closing Date a payoff letter with respect to the obligations under the Credit Agreement (the “Payoff Letter”), in form and substance customary for transactions of this type which Payoff Letter shall, among other things, include the payoff amount (and the daily accrual thereafter) and provide that Liens (and guarantees), if any, granted in connection with the Credit Agreement relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at the Closing, be released and terminated (subject to delivery of funds as arranged by Parent and the filing of appropriate UCC-3 termination statements and other termination filings). To the extent that Parent makes any request pursuant to this Section 6.16, it is understood that the obligation to provide the payment or payoff amount required under the Payoff Letter shall be solely the obligation of Parent until after the Closing has occurred. (b) To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, issue at the time requested by Parent (which time may be prior to the Closing Date) one or more notices, conditioned on the occurrence of the Closing, to effect the optional redemption of all of the outstanding aggregate principal amount of the 2025 Notes and 2028 Notes in accordance with the terms of the Indenture on (or, at the option of Parent, following) the Closing Date. The Company and its Subsidiaries shall, or shall cause their counsel to, furnish legal opinions in customary form and scope in accordance with the Indenture in connection with the matters contemplated by this Section 6.16(b).

Closing Indebtedness. At the Closing, Seller Rep shall deliver to Buyer a written notice (athe “Closing Indebtedness Notice”), setting forth the total Closing Indebtedness (as defined below) To (the extent reasonably requested by Parent“Reported Closing Indebtedness”), together with an itemization, description and payment instructions for each item of Closing Indebtedness. As used in this Agreement, “Closing Indebtedness” means, as of the Closing, (i) the amount payable to discharge all credit facilities and all other funded indebtedness of the Company shallfor borrowed money including, without limitation, any accrued interest, indebtedness associated with lines of credits, bonds, debentures, notes, term loans, other instruments upon which interest is customarily charged and leases and similar arrangements required to be capitalized in accordance with GAAP (any such lease or shall cause its Subsidiaries tosimilar arrangement, deliver all notices a “Capital Lease”), (ii) the amount payable to discharge any Obligations (as defined in Section 3.5(c)) of prepayment with respect others guaranteed by the Company, (iii) except as set forth on Schedule 1.4(a), the amount payable to discharge any deferred purchase price of property or services (including any earn-out obligations), installment purchase or similar deferred payment owed by the loans and other extensions Company, (iv) the amount of any letters of credit outstanding under, and/or notices and bankers’ acceptances issued for the account of termination of all commitments to extend credit under, the Credit Agreement, Company or similar items (in each casecase whether or not drawn, contingent upon or otherwise), (v) the occurrence of the Closing). In addition, if reasonably requested amount payable to discharge all Obligations owed by Parent, the Company and to any of its Subsidiaries shall use commercially reasonable efforts to obtain from the agent under the Credit Agreement prior to the Closing Date a payoff letter with respect to the obligations under the Credit Agreement (the “Payoff Letter”), in form and substance customary for transactions Affiliates or any Affiliate of this type which Payoff Letter shall, among other things, include the payoff amount (and the daily accrual thereafter) and provide Seller or any Shareholder that Liens (and guarantees), if any, granted in connection with the Credit Agreement relating to the assets, rights and properties of the Company and its Subsidiaries securing such Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at the Closing, be released and terminated (subject to delivery of funds have not been extinguished as arranged by Parent and the filing of appropriate UCC-3 termination statements and other termination filings). To the extent that Parent makes any request pursuant to this Section 6.16, it is understood that the obligation to provide the payment or payoff amount required under the Payoff Letter shall be solely the obligation of Parent until after the Closing has occurred. (b) To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, issue at the time requested by Parent (which time may be prior to the Closing Date) one or more notices, conditioned on the occurrence of the Closing, other than the Related Party Accrued Obligations, which Related Party Accrued Obligations will be included as liabilities for purposes of computing Net Working Capital as described in Section 1.3(a), (vi) any deferred employment, accrued bonuses or other compensation owed by the Company to effect the optional redemption extent such compensation relates to any period ending on or prior to December 31, 2015, (vii) the amount of any unfunded, or underfunding of any, pension, deferred compensation or similar Liabilities (as defined in Section 3.7) of the Company, (viii) the amount of any bank overdrafts, obligations with respect to factoring and discounting accounts receivable, (ix) any breakage costs, prepayment penalties, interest charges or similar fees or amounts that would be incurred by the Company by the payment of any portion or all of the outstanding aggregate principal amount foregoing amounts, and (xi) all Liabilities in respect of the 2025 Notes and 2028 Notes in accordance with the terms of the Indenture on (orinterest rate or currency swaps, at the option of Parentcaps, following) the Closing Date. The Company and its Subsidiaries shallcollars, options, futures or purchase or repurchase Liabilities, or shall cause their counsel to, furnish legal opinions in customary form and scope in accordance with the Indenture in connection with the matters contemplated by this Section 6.16(b)similar derivative instruments.