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Income Tax Matters contract clause examples

The Lenders hereby irrevocably authorize [[Organization B:Organization]] to release any Lien on any Collateral # upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations, # constituting property being sold or disposed of if a release is required or desirable in connection therewith and if [[Organization A:Organization]] certify to [[Organization B:Organization]] that the sale or disposition is permitted hereunder (and [[Organization B:Organization]] may rely conclusively on any such certificate, without further inquiry), # constituting property leased or licensed to a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or # in connection with a credit bid or purchase authorized under this [Section 14.13]. The Loan Parties and the Lenders hereby irrevocably authorize [[Organization B:Organization]], based upon the instruction of the Required Lenders, to # consent to the sale of, credit bid, or purchase (either directly or indirectly

The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral # upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations, # constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), # constituting property in which no Borrower

#[[Organization A:Organization]] hereby irrevocably authorize [[Administrative Agent:Organization]], at its option and in its sole discretion, to release any Liens granted to [[Administrative Agent:Organization]] by the Loan Parties on any Collateral # upon the termination of all the Commitments, payment and satisfaction in full in cash of all Obligations (other than Obligations under Lender Cash Management Agreements not yet due and payable, Obligations under Lender Hedging Agreements not yet due and payable, Obligations under Lender Qualified Bilateral Letters of Credit not due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to [[Administrative Agent:Organization]], # constituting property being sold or disposed of if certifies to [[Administrative Agent:Organization]] that the sale or disposition is made in compliance with the terms of this Agreement (and [[Administrative Agent:Organization]] may rely conclusively on any such certificate, without further inquiry), # constituting property leased to or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, or # as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of [[Administrative Agent:Organization]] and [[Organization A:Organization]] pursuant to Article VII. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In addition, each of [[Organization A:Organization]], on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes [[Administrative Agent:Organization]], at its option and in its discretion, # to subordinate any Lien on any assets granted to or held by [[Administrative Agent:Organization]] under any Loan Document to the holder of any Lien on such property that is permitted by [Section 6.01(a) or (ii)] in the event that shall have advised [[Administrative Agent:Organization]] that, notwithstanding the use by of commercially reasonable efforts to obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent) to permit [[Administrative Agent:Organization]] to retain its liens (on a subordinated basis as contemplated by [clause (i) above]), the holder of such other Indebtedness requires, as a condition to the extension of such credit, that the Liens on such assets granted to or held by [[Administrative Agent:Organization]] under any Loan Document be released, to release [[Administrative Agent:Organization]]’s Liens on such assets.

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