Common use of Additional Deliverables Clause in Contracts

Additional Deliverables. The Lenders shall have received: (i) the following due diligence reports and related signed non-reliance letters: (a) the financial due diligence report prepared by Ernst & Young LLP; (b) the legal due diligence reports prepared by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP; and (c) the industry due diligence report prepared by L.E.K. Consulting, in each case, in form and substance satisfactory to the Administrative Agent and provided on a non-reliance basis to the Lenders subject to the conditions set forth in the applicable non-reliance letter. (ii) for each Credit Party that is incorporated in England and Wales, evidence that such Credit Party has done all that is necessary to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable such Credit Party to enter into the Credit Documents and perform its obligations under the Credit Documents. (iii) a copy of the following, in each case in a form and substance reasonably satisfactory to the Administrative Agent: (a) the base case model relating to the Borrower and its subsidiaries pro forma the Acquisition; (b) a funds flow statement, which shall be deemed satisfactory to such Administrative Agent in the event it matches the funds flow structure contemplated by the Commitment Letter and any attachments thereto in all material respects; (c) a group structure chart reflecting the Borrower and its subsidiaries post-Acquisition; (d) a letter from the Authorized Agent, in form and substance satisfactory to the Administrative Agent, addressing such matters as contemplated by Section 10.15(c)(i); (e) a tax and structure memorandum prepared by Ernst & Young LLP. For purposes of determining whether the conditions specified in this Section 3.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted or waived, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.

Additional Deliverables. The Lenders shall have received: (i) the following due diligence reports and related signed non-reliance letters: (a) the financial due diligence report prepared by Ernst & Young LLP; (b) the legal due diligence reports prepared by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP; and (c) the industry due diligence report prepared by L.E.K. Consulting, in each case, in form and substance satisfactory to the Administrative Agent and provided on a non-reliance basis to the Lenders subject to the conditions set forth in the applicable non-reliance letter. (ii) for each Credit Party that is incorporated in England and Wales, evidence that such Credit Party has done all that is necessary to comply with sections 677 to 683 of the Companies ▇▇▇ ▇▇▇▇ in order to enable such Credit Party to enter into the Credit Documents and perform its obligations under the Credit Documents. (iii) [Reserved]. (iv) a copy of the following, in each case in a form and substance reasonably satisfactory to the Administrative Agent: (a) the base case model relating to the Borrower and its subsidiaries pro forma the Acquisition; (b) a funds flow statement, which shall be deemed satisfactory to such Administrative Agent in the event it matches the funds flow structure contemplated by the Commitment Letter and any attachments thereto in all material respects; (c) a group structure chart reflecting the Borrower and its subsidiaries post-Acquisition; (d) a letter from the Authorized Agent, in form and substance satisfactory to the Administrative Agent, addressing such matters as contemplated by Section 10.15(c)(i);; and (e) a tax and structure memorandum prepared by Ernst & Young LLP. For purposes of determining whether the conditions specified in this Section 3.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted or waived, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.