Sellers shall have delivered evidence reasonably acceptable to Buyers of (i) pending Lien releases in respect of all Debt under the Credit Agreement, and (ii) releases of the Company and the Company Subsidiaries as guarantors under the Guarantees entered into pursuant to the Credit Agreement and Indentures; provided , however , that all costs required to procure any and all such releases shall be exclusively borne by Sellers and, to the extent that Buyers or any of their Affiliates incur legal or other third-party costs to procure any such releases, Sellers shall promptly indemnify and hold harmless Buyers for the same.