Certain Contracts. (a) HRZN has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC of, all Contracts (collectively, the “HRZN Material Contracts”) to which, as of the date hereof, HRZN or any of its Consolidated Subsidiaries is a party, or by which HRZN or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to: (i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN or its financial condition or results of operations; (ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000; (iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole); (iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN and its Consolidated Subsidiaries, taken as a whole; (v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN and its Consolidated Subsidiaries conducts or may conduct; (vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SEC Reports; (vii) any Contract that obligates HRZN or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or (viii) any Contract with a Governmental Entity. (b) Each HRZN Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary and, to HRZN’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Agreement has been approved by the HRZN Board and stockholders of HRZN in accordance with Section 15 of the Investment Company Act. Neither HRZN nor any of its Consolidated Subsidiaries nor, to HRZN’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZN. No HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (MONROE CAPITAL Corp)
Certain Contracts. (a) HRZN MRCC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC HRZN of, all Contracts (collectively, the “HRZN MRCC Material Contracts”) to which, as of the date hereof, HRZN MRCC or any of its Consolidated Subsidiaries is a party, or by which HRZN MRCC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNMRCC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN MRCC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN MRCC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN MRCC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN MRCC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN MRCC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN MRCC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MRCC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN MRCC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN MRCC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN MRCC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN MRCC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN MRCC SEC Reports;
(vii) any Contract that obligates HRZN MRCC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN MRCC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate HRZN, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN MRCC Material Contract is (x) valid and binding on HRZN MRCC or its applicable Consolidated Subsidiary and, to HRZNMRCC’s knowledge, each other party thereto, (y) enforceable against HRZN MRCC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MRCC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this MRCC Advisory Agreement has been approved by the HRZN MRCC Board and stockholders of HRZN MRCC in accordance with Section 15 of the Investment Company Act. Neither HRZN MRCC nor any of its Consolidated Subsidiaries nor, to HRZNMRCC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN MRCC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNMRCC. No HRZN MRCC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MRCC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN MRCC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN MRCC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MRCC and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (MONROE CAPITAL Corp)
Certain Contracts. (a) HRZN SLIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇E▇▇▇▇) to MRCC PIF of, all Contracts (collectively, the “HRZN SLIC Material Contracts”) to which, as of the date hereofof this Agreement, HRZN SLIC or any of its Consolidated Subsidiaries is a party, or by which HRZN SLIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNSLIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN SLIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN SLIC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN SLIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN SLIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN SLIC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of HRZN SLIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SLIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SLIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN SLIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN SLIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN SLIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SLIC SEC Reports;
(vii) any Contract that obligates HRZN SLIC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN SLIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN SLIC Material Contract is (x) valid and binding on HRZN SLIC or its applicable Consolidated Subsidiary and, to HRZNSLIC’s knowledge, each other party thereto, (y) enforceable against HRZN SLIC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SLIC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this SLIC Advisory Agreement has been approved by the HRZN SLIC Board and stockholders of HRZN SLIC in accordance with Section 15 of the Investment Company Act. Neither HRZN SLIC nor any of its Consolidated Subsidiaries nor, to HRZNSLIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN SLIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to not have a an SLIC Material Adverse Effect with respect to HRZNEffect. No HRZN SLIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SLIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN SLIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN SLIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SLIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (SL Investment Corp.), Merger Agreement (North Haven Private Income Fund LLC), Merger Agreement (SL Investment Corp.)
Certain Contracts. (a) HRZN PIF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇E▇▇▇▇) to MRCC SLIC of, all Contracts (collectively, the “HRZN PIF Material Contracts”) to which, as of the date hereofof this Agreement, HRZN PIF or any of its Consolidated Subsidiaries is a party, or by which HRZN PIF or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNPIF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN PIF or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN PIF or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of HRZN PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN PIF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN PIF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN PIF SEC Reports;
(vii) any Contract that obligates HRZN PIF or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN PIF Material Contract is (x) valid and binding on HRZN PIF or its applicable Consolidated Subsidiary and, to HRZNPIF’s knowledge, each other party thereto, (y) enforceable against HRZN PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN PIF and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this PIF Advisory Agreement has been approved by the HRZN PIF Board and stockholders of HRZN PIF in accordance with Section 15 of the Investment Company Act. Neither HRZN PIF nor any of its Consolidated Subsidiaries nor, to HRZNPIF’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to not have a PIF Material Adverse Effect with respect to HRZNEffect. No HRZN PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN PIF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN PIF and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (SL Investment Corp.), Merger Agreement (North Haven Private Income Fund LLC), Merger Agreement (SL Investment Corp.)
Certain Contracts. (a) HRZN has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered Except as set forth in Section 3.13(a) of the Veritex Disclosure Schedule or made available (including via ▇▇▇▇▇) as filed with or incorporated into any Veritex Report filed prior to MRCC of, all Contracts (collectively, the “HRZN Material Contracts”) to whichdate hereof, as of the date hereof, HRZN or neither Veritex nor any of its Consolidated Subsidiaries is a partyparty to or bound by any contract, arrangement, commitment or by which HRZN understanding (whether written or oral, but excluding any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:Veritex Benefit Plan):
(i) any Contract that which is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN or its financial condition or results of operationsthe SEC);
(ii) which contains a provision that materially restricts the conduct of any line of business by Veritex or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Corporation or any of its Subsidiaries to engage (x) in any line of business or in any geographic region or (y) solicit any customer, client or employee of any person in any jurisdiction (other than, in the case of this clause (y), contracts with vendors or restrictions on soliciting employees arising under confidentiality or non-disclosure entered into by Veritex or any of its Subsidiaries in the ordinary course of business);
(iii) which is a collective bargaining agreement or similar agreement with any labor organization;
(iv) (A) that is an agreement for the incurrence of indebtedness by Veritex or any of its Subsidiaries, including any debt for borrowed money, obligations evidenced by notes, debentures or similar instruments, sale and leaseback transactions, capitalized or finance leases and other similar financing arrangements (other than Contracts deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case, incurred in the ordinary course of business consistent with past practice), or (B) that provides for the guarantee, support, indemnification, assumption or endorsement by Veritex or any of its Subsidiaries of, or any similar commitment by Veritex or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an amount that can reasonably be expected to exceed $5,000,000;
(v) that (x) grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Veritex or its Subsidiaries, taken as a whole or (y) requires Veritex or its Subsidiaries to sell or purchase goods or services on an exclusive basis or make referrals of business to any person on an exclusive basis;
(vi) which creates future payment obligations in excess of $1,000,000 per annum (other than any such contracts which are terminable by Veritex or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice), other than extensions of credit, other customary banking products offered by Veritex or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business providing for the obligation consistent with past practice;
(vii) that is a joint venture or commitment of HRZN to provide funding to its portfolio investmentsother material partnership agreement or arrangement;
(viii) that is a settlement, consent or similar agreement and contains any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN material continuing obligations imposed upon Veritex or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;Subsidiaries; or
(iiiix) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating relates to the acquisition or disposition of any person, business or operations (whether by merger, sale of stock, sale of assets asset and under which Veritex or otherwise) involving value in excess of $250,000 (individually its Subsidiaries have or together with all related Contracts) as to which there are any may have ongoing obligations or liabilities that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SEC Reports;
(vii) any Contract that obligates HRZN or any of its Consolidated Subsidiaries to conduct any business that is are material to HRZN Veritex and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary and, to HRZN’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Veritex Disclosure Schedule, is referred to herein as a “Veritex Contract,” and HRZN Advisor neither Veritex nor any of its Subsidiaries knows of, or has received written, or to the knowledge of Veritex, oral notice of, any violation of any Veritex Contract by any of the other parties thereto which would reasonably be likely to be, either individually or in the aggregate, material to Veritex and its Subsidiaries, taken as a whole. Veritex has made available to Huntington true, correct and complete copies of each Veritex Contract in effect as of the date of this Agreement has been approved by hereof.
(b) In each case, except as would not reasonably be likely to have, either individually or in the HRZN Board aggregate, a Material Adverse Effect on Veritex: each Veritex Contract is valid and stockholders of HRZN in accordance with Section 15 of the Investment Company Act. Neither HRZN nor any binding on Veritex or one of its Consolidated Subsidiaries, as applicable, and in full force and effect, Veritex and each of its Subsidiaries norhas performed all obligations required to be performed by it prior to the date hereof under each Veritex Contract, to HRZN’s knowledgethe knowledge of Veritex each third-party counterparty to each Veritex Contract has performed all obligations required to be performed by it to date under such Veritex Contract, any other party thereto, is in material breach of any provisions of and no event or in default (condition exists which constitutes or, with the giving of after notice or lapse of time or both, would be in default) underwill constitute, and has not taken any action resulting in a default on the termination of, acceleration part of performance required by, or resulting in a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZN. No HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN Veritex or any of its Consolidated Subsidiaries thator, with or without to the giving knowledge of noticeVeritex, the lapse of time or bothany counterparty thereto, would constitute a breach or default under any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholesuch Veritex Contract.
Appears in 3 contracts
Sources: Merger Agreement (Veritex Holdings, Inc.), Merger Agreement (Huntington Bancshares Inc /Md/), Merger Agreement (Veritex Holdings, Inc.)
Certain Contracts. (a) HRZN Such Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC the other parties to this Agreement of, all Contracts (collectively, the “HRZN Applicable Material Contracts”) to which, as of the date hereof, HRZN such Company or any of its Consolidated Subsidiaries is a party, or by which HRZN such Company or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNsuch Company, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN such Company or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN such Company or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN such Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN such Company or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN such Company and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN Applicable SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN such Company and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN such Company and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN such Company and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN Applicable SEC Reports;
(vii) any Contract that obligates HRZN such Company or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN such Company and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate any Surviving Company or any of its Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN Material Contract is (x) valid and binding on HRZN such Company or its applicable Consolidated Subsidiary and, to HRZNsuch Company’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN such Company and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN such Company and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN Board of Governors and stockholders of HRZN such Company in accordance with Section 15 of the Investment Company Act. Neither HRZN such Company nor any of its Consolidated Subsidiaries nor, to HRZNsuch Company’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNsuch Company. No HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN such Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN such Company or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN such Company and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment Corp III), Agreement and Plan of Merger (Corporate Capital Trust II)
Certain Contracts. (a) HRZN GBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC GBDC 3 of, all Contracts (collectively, the “HRZN GBDC Material Contracts”) to which, as of the date hereof, HRZN GBDC or any of its Consolidated Subsidiaries is a party, or by which HRZN GBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNGBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN GBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN GBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN GBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN GBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN GBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN GBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN GBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN GBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN GBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN GBDC SEC Reports;
(vii) any Contract that obligates HRZN GBDC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN GBDC Material Contract is (x) valid and binding on HRZN GBDC or its applicable Consolidated Subsidiary and, to HRZNGBDC’s knowledge, each other party thereto, (y) enforceable against HRZN GBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN GBDC and HRZN Advisor GC Advisors in effect as of the date of this Agreement has been approved by the HRZN GBDC Board and stockholders of HRZN GBDC in accordance with Section 15 of the Investment Company Act. Neither HRZN GBDC nor any of its Consolidated Subsidiaries nor, to HRZNGBDC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN GBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNGBDC. No HRZN GBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN GBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN GBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (Golub Capital BDC 3, Inc.)
Certain Contracts. (a) HRZN GBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇E▇▇▇▇) to MRCC GCIC of, all Contracts (collectively, the “HRZN GBDC Material Contracts”) to which, as of the date hereof, HRZN GBDC or any of its Consolidated Subsidiaries is a party, or by which HRZN GBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNGBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN GBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN GBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN GBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN GBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN GBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN GBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN GBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN GBDC SEC Reports;
(vii) any Contract that obligates HRZN GBDC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN GBDC Material Contract is (x) valid and binding on HRZN GBDC or its applicable Consolidated Subsidiary and, to HRZNGBDC’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN GBDC and HRZN Advisor GC Advisors in effect as of the date of this Agreement has been approved by the HRZN GBDC Board and stockholders of HRZN GBDC in accordance with Section 15 of the Investment Company Act. Neither HRZN GBDC nor any of its Consolidated Subsidiaries nor, to HRZNGBDC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN GBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNGBDC. No HRZN GBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN GBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN GBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (GOLUB CAPITAL INVESTMENT Corp)
Certain Contracts. (a) HRZN GCIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇E▇▇▇▇) to MRCC GBDC of, all Contracts (collectively, the “HRZN GCIC Material Contracts”) to which, as of the date hereof, HRZN GCIC or any of its Consolidated Subsidiaries is a party, or by which HRZN GCIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNGCIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN GCIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN GCIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN GCIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN GCIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GCIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN GCIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN GCIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN GCIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN GCIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN GCIC SEC Reports;
(vii) any Contract that obligates HRZN GCIC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN GCIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate GBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN GCIC Material Contract is (x) valid and binding on HRZN GCIC or its applicable Consolidated Subsidiary and, to HRZNGCIC’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GCIC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this GCIC Advisory Agreement has been approved by the HRZN GCIC Board and stockholders of HRZN GCIC in accordance with Section 15 of the Investment Company Act. Neither HRZN GCIC nor any of its Consolidated Subsidiaries nor, to HRZNGCIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN GCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNGCIC. No HRZN GCIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GCIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN GCIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN GCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GCIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (GOLUB CAPITAL INVESTMENT Corp)
Certain Contracts. (a) HRZN Parent has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC the Company of, all Contracts (collectivelyin each case, other than any Parent Benefit Plans) (the “HRZN Parent Material Contracts”) to which, as of the date hereof, HRZN it or any of its Consolidated Subsidiaries is a party, or by which HRZN it or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNParent, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i1) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness indebtedness of HRZN Parent or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred;
(2) any Contract other than this Agreement, or with (A) any guarantee by HRZN or any of its Consolidated Subsidiaries of Parent, (B) any Indebtedness current or former Employee or controlling stockholder of it or except with respect to investments set forth in an aggregate principal amount the Parent SEC Reports or Parent Interim Financials any Affiliate of such Person, or (C) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a Person identified in clause (A) or (B) of this paragraph, in each case in excess of $500,000250,000 (individually or together with all related Contracts);
(iii3) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations obligations, including settlement agreements, in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN Parent or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a wholeParent);
(iv4) except with respect to investments set forth in the HRZN Parent SEC ReportsReports or Parent Interim Financials, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN Parent and its Consolidated Subsidiaries, taken as a whole;
(v5) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN Parent and its Consolidated Subsidiaries, Subsidiaries (taken as a whole, ) is or could be conducted or the types of business that HRZN Parent and its Consolidated Subsidiaries conducts or may conduct;
(vi6) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date January 1, 2008 other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN Parent SEC ReportsReports or Parent Interim Financials;
(vii7) any Contract that obligates HRZN Parent or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN Parent and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; party or, upon consummation of the Merger, will obligate Parent, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis;
(viii) 8) any Contract with a Governmental Entity;
(9) any Parent Managed Fund Contract;
(10) any Contract relating to any collateral management, investment advisory or other management or advisory fees in excess of $250,000 per year payable by or to Parent or any of its Consolidated Subsidiaries; or
(11) any other Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to Parent or its financial condition or results of operations.
(b) Each HRZN Parent Material Contract is (xi) valid and binding on HRZN Parent or its applicable Consolidated Subsidiary and, to HRZNParent’s knowledge, each other party thereto, (yii) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (ziii) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Agreement has been approved by the HRZN Board and stockholders of HRZN in accordance with Section 15 of the Investment Company ActParent. Neither HRZN Parent nor any of its Consolidated Subsidiaries nor, to HRZNParent’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Parent Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNParent. No HRZN Parent Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a wholeParent. No event has occurred with respect to HRZN Parent or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach material breach, violation or default under, give rise to a right of termination, modification, cancellation, foreclosure, prepayment or acceleration under or result in the imposition of a Lien pursuant to, any HRZN of the Parent Material Contract Contracts other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a wholeParent.
Appears in 2 contracts
Sources: Merger Agreement (Allied Capital Corp), Merger Agreement (Ares Capital Corp)
Certain Contracts. (a) HRZN MMLC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC GSBD of, all Contracts (collectively, the “HRZN MMLC Material Contracts”) to which, as of the date hereof, HRZN MMLC or any of its Consolidated Subsidiaries is a party, or by which HRZN MMLC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNMMLC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN MMLC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN MMLC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN MMLC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN MMLC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN MMLC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN MMLC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN MMLC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN MMLC SEC Reports;
(vii) any Contract that obligates HRZN MMLC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN MMLC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate GSBD, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN MMLC Material Contract is (x) valid and binding on HRZN MMLC or its applicable Consolidated Subsidiary and, to HRZNMMLC’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this MMLC Advisory Agreement has been approved by the HRZN MMLC Board and stockholders of HRZN MMLC in accordance with Section 15 of the Investment Company Act. Neither HRZN MMLC nor any of its Consolidated Subsidiaries nor, to HRZNMMLC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN MMLC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNMMLC. No HRZN MMLC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN MMLC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN MMLC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Goldman Sachs BDC, Inc.), Merger Agreement (Goldman Sachs BDC, Inc.)
Certain Contracts. (a) HRZN MMLC II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC GSCR of, all Contracts (collectively, the “HRZN MMLC II Material Contracts”) to which, as of the date hereofof this Agreement, HRZN MMLC II or any of its Consolidated Subsidiaries Subsidiary is a party, or by which HRZN MMLC II or any of its Consolidated Subsidiaries Subsidiary may be bound, or, to the knowledge of HRZNMMLC II, to which it or any of its Consolidated Subsidiaries Subsidiary or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN MMLC II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN MMLC II to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN MMLC II or any of its Consolidated Subsidiaries Subsidiary in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN MMLC II or any of its Consolidated Subsidiaries Subsidiary of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN MMLC II to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of HRZN MMLC II or its Consolidated Subsidiaries Subsidiary (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole);
(iv) except with respect to investments set forth in the HRZN MMLC II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole, is or could be conducted or the types of business that HRZN MMLC II and its Consolidated Subsidiaries Subsidiary conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the MMLC II Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN MMLC II SEC Reports;
(vii) any Contract that obligates HRZN MMLC II or any of its Consolidated Subsidiaries Subsidiary to conduct any business that is material to HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate GSCR, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN MMLC II Material Contract is (x) valid and binding on HRZN MMLC II or its applicable Consolidated Subsidiary and, to HRZNMMLC II’s knowledge, each other party thereto, (y) enforceable against HRZN MMLC II or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this MMLC II Advisory Agreement has been approved by the HRZN MMLC II Board and stockholders of HRZN MMLC II in accordance with Section 15 of the Investment Company Act. Neither HRZN MMLC II nor any of its Consolidated Subsidiaries Subsidiary nor, to HRZNMMLC II’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN MMLC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to not have a MMLC II Material Adverse Effect with respect to HRZNEffect. No HRZN MMLC II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole. No event has occurred with respect to HRZN MMLC II or any of its Consolidated Subsidiaries Subsidiary that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN MMLC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Goldman Sachs Private Credit Corp.), Merger Agreement (Goldman Sachs Middle Market Lending Corp. II)
Certain Contracts. (a) HRZN FSIC II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC CCT II, FSIC III and FSIC IV of, all Contracts (collectively, the “HRZN FSIC II Material Contracts”) to which, as of the date hereof, HRZN FSIC II or any of its Consolidated Subsidiaries is a party, or by which HRZN FSIC II or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNFSIC II, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN FSIC II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN FSIC II or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN FSIC II or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN FSIC II or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN FSIC II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN FSIC II and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN FSIC II SEC Reports;
(vii) any Contract that obligates HRZN FSIC II or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN FSIC II Material Contract is (x) valid and binding on HRZN FSIC II or its applicable Consolidated Subsidiary and, to HRZNFSIC II’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN FSIC II and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN Board of Governors and stockholders of HRZN FSIC II in accordance with Section 15 of the Investment Company Act. Neither HRZN FSIC II nor any of its Consolidated Subsidiaries nor, to HRZNFSIC II’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN FSIC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNFSIC II. No HRZN FSIC II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN FSIC II or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN FSIC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC II and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment Corp III), Agreement and Plan of Merger (Corporate Capital Trust II)
Certain Contracts. (a) HRZN CCT has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC FSIC of, all Contracts (collectively, the “HRZN CCT Material Contracts”) to which, as of the date hereof, HRZN CCT or any of its Consolidated Subsidiaries is a party, or by which HRZN CCT or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNCCT, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN CCT or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN CCT or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN CCT or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN CCT or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN CCT SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN CCT and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN CCT and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN CCT SEC Reports;
(vii) any Contract that obligates HRZN CCT or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate FSIC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN CCT Material Contract is (x) valid and binding on HRZN CCT or its applicable Consolidated Subsidiary and, to HRZNCCT’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN CCT and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN Board of Directors and stockholders of HRZN CCT in accordance with Section 15 of the Investment Company Act. Neither HRZN CCT nor any of its Consolidated Subsidiaries nor, to HRZNCCT’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN CCT Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNCCT. No HRZN CCT Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN CCT or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN CCT Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment CORP), Agreement and Plan of Merger (FS Investment CORP)
Certain Contracts. (a) HRZN GBDC 3 has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC GBDC of, all Contracts (collectively, the “HRZN GBDC 3 Material Contracts”) to which, as of the date hereof, HRZN GBDC 3 or any of its Consolidated Subsidiaries is a party, or by which HRZN GBDC 3 or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNGBDC 3, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN GBDC 3 or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN GBDC 3 to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN GBDC 3 or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN GBDC 3 or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN GBDC 3 to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN GBDC 3 or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN GBDC 3 SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN GBDC 3 and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN GBDC 3 SEC Reports;
(vii) any Contract that obligates HRZN GBDC 3 or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate GBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN GBDC 3 Material Contract is (x) valid and binding on HRZN GBDC 3 or its applicable Consolidated Subsidiary and, to HRZNGBDC 3’s knowledge, each other party thereto, (y) enforceable against HRZN GBDC 3 or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this GBDC 3 Advisory Agreement has been approved by the HRZN GBDC 3 Board and stockholders of HRZN GBDC 3 in accordance with Section 15 of the Investment Company Act. Neither HRZN GBDC 3 nor any of its Consolidated Subsidiaries nor, to HRZNGBDC 3’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN GBDC 3 Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNGBDC 3. No HRZN GBDC 3 Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN GBDC 3 or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN GBDC 3 Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GBDC 3 and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (Golub Capital BDC 3, Inc.)
Certain Contracts. (a) HRZN OTF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OTF II of, all Contracts (collectively, the “HRZN OTF Material Contracts”) to which, as of the date hereof, HRZN OTF or any of its Consolidated Subsidiaries is a party, or by which HRZN OTF or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNOTF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OTF or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OTF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OTF or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OTF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OTF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OTF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OTF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OTF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OTF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OTF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OTF SEC Reports;
(vii) any Contract that obligates HRZN OTF or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OTF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OTF Material Contract is (x) valid and binding on HRZN OTF or its applicable Consolidated Subsidiary and, to HRZNOTF’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN OTF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor OTF Advisory Agreement in effect as of the date of this Agreement has been approved by the HRZN OTF Board and stockholders of HRZN OTF in accordance with Section 15 of the Investment Company Act. Neither HRZN OTF nor any of its Consolidated Subsidiaries nor, to HRZNOTF’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OTF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOTF. No HRZN OTF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OTF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OTF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Blue Owl Technology Finance Corp. II), Merger Agreement (Blue Owl Technology Finance Corp.)
Certain Contracts. (a) HRZN FSIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇E▇▇▇▇) to MRCC CCT of, all Contracts (collectively, the “HRZN FSIC Material Contracts”) to which, as of the date hereof, HRZN FSIC or any of its Consolidated Subsidiaries is a party, or by which HRZN FSIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNFSIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN FSIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN FSIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN FSIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN FSIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN FSIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN FSIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN FSIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN FSIC SEC Reports;
(vii) any Contract that obligates HRZN FSIC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN FSIC Material Contract is (x) valid and binding on HRZN FSIC or its applicable Consolidated Subsidiary and, to HRZNFSIC’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN FSIC and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN Board of Directors and stockholders of HRZN FSIC in accordance with Section 15 of the Investment Company Act. Neither HRZN FSIC nor any of its Consolidated Subsidiaries nor, to HRZNFSIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN FSIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNFSIC. No HRZN FSIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN FSIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN FSIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Corporate Capital Trust, Inc.), Merger Agreement (Corporate Capital Trust, Inc.)
Certain Contracts. (a) HRZN GSBD has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC MMLC of, all Contracts (collectively, the “HRZN GSBD Material Contracts”) to which, as of the date hereof, HRZN GSBD or any of its Consolidated Subsidiaries is a party, or by which HRZN GSBD or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNGSBD, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN GSBD or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN GSBD or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN GSBD or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN GSBD or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GSBD and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN GSBD SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN GSBD and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN GSBD and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN GSBD and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN GSBD SEC Reports;
(vii) any Contract that obligates HRZN GSBD or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN GSBD and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN GSBD Material Contract is (x) valid and binding on HRZN GSBD or its applicable Consolidated Subsidiary and, to HRZNGSBD’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GSBD and its Consolidated Subsidiaries, taken as a whole. The investment advisory management agreement between HRZN GSBD and HRZN Advisor GSAM in effect as of the date of this Agreement has been approved by the HRZN GSBD Board and stockholders of HRZN GSBD in accordance with Section 15 of the Investment Company Act. Neither HRZN GSBD nor any of its Consolidated Subsidiaries nor, to HRZNGSBD’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN GSBD Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNGSBD. No HRZN GSBD Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GSBD and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN GSBD or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN GSBD Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN GSBD and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Goldman Sachs BDC, Inc.), Merger Agreement (Goldman Sachs BDC, Inc.)
Certain Contracts. (a) HRZN FSIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC CCT of, all Contracts (collectively, the “HRZN FSIC Material Contracts”) to which, as of the date hereof, HRZN FSIC or any of its Consolidated Subsidiaries is a party, or by which HRZN FSIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNFSIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN FSIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN FSIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN FSIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN FSIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN FSIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN FSIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN FSIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN FSIC SEC Reports;
(vii) any Contract that obligates HRZN FSIC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN FSIC Material Contract is (x) valid and binding on HRZN FSIC or its applicable Consolidated Subsidiary and, to HRZNFSIC’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN FSIC and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN Board of Directors and stockholders of HRZN FSIC in accordance with Section 15 of the Investment Company Act. Neither HRZN FSIC nor any of its Consolidated Subsidiaries nor, to HRZNFSIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN FSIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNFSIC. No HRZN FSIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN FSIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN FSIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment CORP), Agreement and Plan of Merger (FS Investment CORP)
Certain Contracts. (a) HRZN BCIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC TCPC of, all Contracts (collectively, the “HRZN BCIC Material Contracts”) to which, as of the date hereofSigning Date, HRZN BCIC or any of its Consolidated Subsidiaries is a party, or by which HRZN BCIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNBCIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN BCIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN BCIC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures indentures, hedging Contracts, derivatives Contracts and other agreements and instruments Contracts pursuant to which any Indebtedness of HRZN BCIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN BCIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN BCIC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN BCIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN BCIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN BCIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN BCIC SEC Reports;
(vii) any Contract that obligates HRZN BCIC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate TCPC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN BCIC Material Contract is (x) valid and binding on HRZN BCIC or its applicable Consolidated Subsidiary and, to HRZNBCIC’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN BCIC or its such applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this BCIC Advisory Agreement has been approved by the HRZN BCIC Board and stockholders of HRZN BCIC in accordance with Section 15 of the Investment Company Act. Neither HRZN BCIC nor any of its Consolidated Subsidiaries nor, to HRZNBCIC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN BCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNBCIC. No HRZN BCIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN BCIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN BCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (BlackRock TCP Capital Corp.), Agreement and Plan of Merger (BlackRock Capital Investment Corp)
Certain Contracts. (a) HRZN CCT has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇E▇▇▇▇) to MRCC FSIC of, all Contracts (collectively, the “HRZN CCT Material Contracts”) to which, as of the date hereof, HRZN CCT or any of its Consolidated Subsidiaries is a party, or by which HRZN CCT or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNCCT, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN CCT or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN CCT or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN CCT or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN CCT or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN CCT SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN CCT and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN CCT and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN CCT SEC Reports;
(vii) any Contract that obligates HRZN CCT or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate FSIC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN CCT Material Contract is (x) valid and binding on HRZN CCT or its applicable Consolidated Subsidiary and, to HRZNCCT’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN CCT and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN Board of Directors and stockholders of HRZN CCT in accordance with Section 15 of the Investment Company Act. Neither HRZN CCT nor any of its Consolidated Subsidiaries nor, to HRZNCCT’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN CCT Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNCCT. No HRZN CCT Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN CCT or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN CCT Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN CCT and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Corporate Capital Trust, Inc.), Merger Agreement (Corporate Capital Trust, Inc.)
Certain Contracts. (a) HRZN OTF II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OTF of, all Contracts (collectively, the “HRZN OTF II Material Contracts”) to which, as of the date hereof, HRZN OTF II or any of its Consolidated Subsidiaries is a party, or by which HRZN OTF II or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNOTF II, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OTF II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OTF II to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OTF II or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OTF II or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OTF II to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OTF II or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF II and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OTF II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OTF II and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OTF II and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OTF II and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OTF II SEC Reports;
(vii) any Contract that obligates HRZN OTF II or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OTF II and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate OTF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OTF II Material Contract is (x) valid and binding on HRZN OTF II or its applicable Consolidated Subsidiary and, to HRZNOTF II’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN OTF II or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF II and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this OTF II Advisory Agreement has been approved by the HRZN OTF II Board and stockholders of HRZN OTF II in accordance with Section 15 of the Investment Company Act. Neither HRZN OTF II nor any of its Consolidated Subsidiaries nor, to HRZNOTF II’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OTF II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOTF II. No HRZN OTF II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF II and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OTF II or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OTF II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OTF II and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Blue Owl Technology Finance Corp. II), Merger Agreement (Blue Owl Technology Finance Corp.)
Certain Contracts. (a) HRZN OCSL has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OCSI of, all Contracts (collectively, the “HRZN OCSL Material Contracts”) to which, as of the date hereof, HRZN OCSL or any of its Consolidated Subsidiaries is a party, or by which HRZN OCSL or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNOCSL, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OCSL or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OCSL or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OCSL or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OCSL or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OCSL and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OCSL SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OCSL and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OCSL and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OCSL and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OCSL SEC Reports;
(vii) any Contract that obligates HRZN OCSL or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OCSL and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OCSL Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary OCSL and, to HRZNOCSL’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeOCSL. The investment advisory agreement between HRZN OCSL and HRZN Advisor OFA in effect as of the date of this Agreement has been approved by the HRZN OCSL Board and stockholders of HRZN OCSL in accordance with Section 15 of the Investment Company Act. Neither HRZN OCSL nor any of its Consolidated Subsidiaries nor, to HRZNOCSL’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OCSL Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOCSL. No HRZN OCSL Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeOCSL. No event has occurred with respect to HRZN or any of its Consolidated Subsidiaries OCSL that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OCSL Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeOCSL.
Appears in 1 contract
Certain Contracts. (a) HRZN has Previously Disclosed Section 3.23 of the Company Disclosure Letter contains a complete and accurate list of, and true and complete copies have been delivered of all of the following Contracts or made available agreements (including via ▇▇▇▇▇other than those set forth on an exhibit index in the Company Reports filed prior to the date of this Agreement) to MRCC of, all Contracts (collectively, which the “HRZN Material Contracts”) to which, Company or any Subsidiary of the Company is a party or by which any of them is bound as of the date hereof, HRZN or any of its Consolidated Subsidiaries is a party, or by which HRZN or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN or its Consolidated Subsidiaries this Agreement (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business this Agreement or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole);
any Related Document): (iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN and its Consolidated Subsidiaries, taken as a whole;
(vi) any non-competition or non-solicitation Contract or any other Contract agreement that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, all or any material business portion of HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be their respective businesses are conducted or would purport to bind Parent or the types Surviving Company or any of business their Affiliates, (ii) any hedging agreements by which any of the assets of the Company or any Subsidiary of the Company are bound, in an aggregate amount in excess of $1 million, (iii) any Contract granting any Person registration or other purchase or sale rights with respect to any Equity Interest in the Company or any Subsidiary of the Company, (iv) any voting agreement relating to any Equity Interest of the Company or any Subsidiary of the Company, (v) any Contract outside the ordinary course that HRZN and its Consolidated Subsidiaries conducts or may conduct;
entitles the other party thereto to receive the benefits thereof without incurring the obligation to pay for same within sixty days after services are provided; (vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in outside the ordinary course between the Company or any Subsidiary of business with respect to investments set forth in the HRZN SEC Reports;
Company and any current or former Affiliate of the Company, (vii) any drilling rig construction or conversion Contract that obligates HRZN or any of its Consolidated Subsidiaries with respect to conduct any business that is material to HRZN which the drilling rig has not been delivered and its Consolidated Subsidiariespaid for, taken as a whole, on an exclusive basis with any third party; or
(viii) any drilling Contracts of one year or greater in remaining duration, (ix) any Contract or agreement for the borrowing of money with a Governmental Entity.
(b) Each HRZN Material Contract is borrowing capacity or outstanding Indebtedness of $2 million or more or (x) valid and binding on HRZN any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all Contracts or its applicable Consolidated Subsidiary and, to HRZN’s knowledge, each other party thereto, agreements of the types described in clauses (yi) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms through (subject to the Bankruptcy and Equity Exceptionx), regardless of whether listed in Section 3.23 of the Company Disclosure Letter and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor regardless of whether in effect as of the date of this Agreement has been approved by Agreement, being referred to herein as “Company Material Contracts”). For the HRZN Board and stockholders avoidance of HRZN in accordance with Section 15 doubt, each of the Investment TSA and the MSA shall constitute a Company ActMaterial Contract.
(b) As of the date of this Agreement, each of the Company Material Contracts is, to the knowledge of the Company, in full force and effect. Neither HRZN Except for such matters as individually or in the aggregate do not and are not reasonably likely to have a Company Material Adverse Effect, neither the Company nor any of its Consolidated Subsidiaries knows of, or has received written notice of, any breach of or violation or default under (nor, to HRZN’s knowledgethe knowledge of the Company, does there exist any other party thereto, is in material breach condition which with the passage of any provisions of time or in default (or, with the giving of notice or lapse of time or both, both would be result in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in such a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZN. No HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach violation or default under under) any HRZN Company Material Contracts or has received written notice of the desire of the other party or parties to any such Company Material Contracts to exercise any rights such party has to cancel, terminate or repudiate such Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeexercise remedies thereunder.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Todco)
Certain Contracts. Neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement or commitment (aother than those imposed by Law) HRZN has Previously Disclosed (i) with respect to the employment of any directors, executive officers or key employees, or with any individuals who are consultants or independent directors involving the payment of $150,000 or more per annum (in each case, other than those that are terminable by the Company or a complete and accurate list ofCompany Subsidiary without cost or penalty upon 60 or fewer days' notice), and true and complete copies have been delivered or made available (including via ▇▇▇▇▇ii) to MRCC of, all Contracts which is a "material contract" (collectively, the “HRZN Material Contracts”as such term is defined in Item 601(b)(10) to which, as of Regulation S-K of the date hereofSEC) that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents, HRZN (iii) which limits in any material way the ability of the Company or any Company Subsidiary to compete in any line of business, in any geographic area or with any person or which requires referrals of any material business or requires the Company or any of its Consolidated Subsidiaries is affiliates to make available investment opportunities to any person on a partypriority, equal or by which HRZN or any of its Consolidated Subsidiaries may be boundexclusive basis, or, to the knowledge of HRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(iiv) any Contract that is a “material contract” within the meaning of Item 601(b)(10collective bargaining agreement or similar agreement, (v) any of the SEC’s Regulation S-K benefits of which will be increased, or that is material to HRZN the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or its financial condition or results the value of operations;
any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iivi) other than Contracts entered into in the ordinary course of business providing for the obligation distribution or commitment resale of HRZN the products of the Company or any Company Subsidiary that commits the Company or any Company Subsidiary for more than one year after the Closing Date and involves the payment of more than $500,000 per year in any one case, (vii) with respect to provide funding to its portfolio investmentsindebtedness for borrowed money, any loans or credit including letters of credit, guaranties, indentures, swaps and similar agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding 100,000 in any one case, and (viii) with respect to capital expenditures or may be incurred, or any guarantee by HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount commitments for such expenditures in excess of $500,000;
(iii) other than Contracts entered into 100,000 in any one case that are not provided for in the ordinary course capital expenditures plan provided by the Company to Parent prior to the date of business providing for this Agreement. The Company has previously made available to Parent complete and accurate copies of all Company Contracts (as defined below), to the obligation extent they are evidenced by documents. Each contract, arrangement or commitment of HRZN the type described in this Section 3.1(u), whether or not set forth on the Company Disclosure Letter, is referred to provide funding to its portfolio investmentsherein as a "COMPANY CONTRACT," and the Company has no knowledge of, and has not received written notice of, any Contract that creates future payment obligations in excess violation of $250,000 and that any of the Company Contracts by its terms does not terminateany of the other parties thereto which violation still exists, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or except such violations as would not, individually or in the aggregate, reasonably be expected have or result in a material adverse effect on the Company. All contracts, agreements or arrangements of any kind (other than those relating to be material to HRZN compensation and its Consolidated Subsidiariesbenefits of such affiliates in their capacities (as applicable) as directors or officers of the Company or a Company Subsidiary) between any affiliate of the Company (other than any Company Subsidiary), taken as a whole);
(iv) except with respect to investments set forth in on the HRZN SEC Reportsone hand, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in and the ordinary course of business and is material to HRZN and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract Company or any Company Subsidiary, on the other Contract that limitshand, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating are on terms no less favorable to the acquisition Company or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together to such Company Subsidiary than would be obtained with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SEC Reports;
(vii) any Contract that obligates HRZN or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN and its Consolidated Subsidiaries, taken as a whole, an unaffiliated third party on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entityarm's-length basis.
(b) Each HRZN Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary and, to HRZN’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Agreement has been approved by the HRZN Board and stockholders of HRZN in accordance with Section 15 of the Investment Company Act. Neither HRZN nor any of its Consolidated Subsidiaries nor, to HRZN’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZN. No HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Smucker J M Co)
Certain Contracts. (a) HRZN OBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OBDC II of, all Contracts (collectively, the “HRZN OBDC Material Contracts”) to which, as of the date hereof, HRZN OBDC or any of its Consolidated Subsidiaries is a party, or by which HRZN OBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNOBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OBDC SEC Reports;
(vii) any Contract that obligates HRZN OBDC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OBDC Material Contract is (x) valid and binding on HRZN OBDC or its applicable Consolidated Subsidiary and, to HRZNOBDC’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN OBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor OBDC Advisory Agreement in effect as of the date of this Agreement has been approved by the HRZN OBDC Board and stockholders of HRZN OBDC in accordance with Section 15 of the Investment Company Act. Neither HRZN OBDC nor any of its Consolidated Subsidiaries nor, to HRZNOBDC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOBDC. No HRZN OBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN OBDE has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OBDC of, all Contracts (collectively, the “HRZN OBDE Material Contracts”) to which, as of the date hereof, HRZN OBDE or any of its Consolidated Subsidiaries is a party, or by which HRZN OBDE or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNOBDE, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OBDE or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDE to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OBDE or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OBDE or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDE to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OBDE or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDE and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OBDE SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OBDE and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OBDE and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OBDE and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OBDE SEC Reports;
(vii) any Contract that obligates HRZN OBDE or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OBDE and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate OBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OBDE Material Contract is (x) valid and binding on HRZN OBDE or its applicable Consolidated Subsidiary and, to HRZNOBDE’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN OBDE or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDE and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this OBDE Advisory Agreement has been approved by the HRZN OBDE Board and stockholders of HRZN OBDE in accordance with Section 15 of the Investment Company Act. Neither HRZN OBDE nor any of its Consolidated Subsidiaries nor, to HRZNOBDE’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OBDE Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOBDE. No HRZN OBDE Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDE and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OBDE or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OBDE Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDE and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN SUNS has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC SLRC of, all Contracts (collectively, the “HRZN SUNS Material Contracts”) to which, as of the date hereof, HRZN SUNS or any of its Consolidated Subsidiaries is a party, or by which HRZN SUNS or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNSUNS, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN SUNS or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN SUNS or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN SUNS or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN SUNS or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SUNS and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SUNS SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN SUNS and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN SUNS and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN SUNS and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SUNS SEC Reports;
(vii) any Contract that obligates HRZN SUNS or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN SUNS and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate SLRC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN SUNS Material Contract is (x) valid and binding on HRZN SUNS or its applicable Consolidated Subsidiary and, to HRZNSUNS’s knowledge, each other party thereto, (y) enforceable against HRZN SUNS or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SUNS and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this SUNS Advisory Agreement has been approved by the HRZN SUNS Board and stockholders of HRZN SUNS in accordance with Section 15 of the Investment Company Act. Neither HRZN SUNS nor any of its Consolidated Subsidiaries nor, to HRZNSUNS’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN SUNS Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNSUNS. No HRZN SUNS Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SUNS and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN SUNS or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN SUNS Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SUNS and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. Except as set forth in the SEC Reports filed prior to the date hereof or in the Company Disclosure Schedule and except for Company Plans, Foreign Plans, Credit Agreements and Credit Facilities, neither the Company nor any of its Subsidiaries is a party to any (ai) HRZN has Previously Disclosed a complete and accurate list oforal or written contract, and true and complete copies have been delivered commitment, license or made available agreement that is required by federal securities laws to be filed as an exhibit to the SEC Reports; (ii) agreement restricting the Company's or any Significant Subsidiary's ability to operate or conduct its business as it is currently being operated or conducted in any geographic location (including via ▇▇▇▇▇applicable non-competes or similar agreements); (iii) to MRCC of, all Contracts (collectively, the “HRZN Material Contracts”) to which, as evidences indebtedness of the date hereofCompany or any Subsidiary for money borrowed or extensions of credit in excess of $100,000 (whether incurred, HRZN assumed, guaranteed or secured by any asset), other than accounts payable, non-recourse indebtedness, indebtedness secured by purchase money security interests, sale-leaseback arrangements and indebtedness incurred in connection with any vendor financing, in each case, incurred in the ordinary course of business; (iv) capitalized lease obligation other than as described in the Financial Statements or otherwise in an amount in excess of $100,000; (v) agreement under which the Company or any of its Consolidated Subsidiaries is has granted (or may grant) a party, security interest or by which HRZN lien on any of the assets of the Company or any of its Consolidated Subsidiaries may be boundin excess of $1,000,000; (vi) agreement out of the ordinary course of business which are not cancellable by the Company or any of its Subsidiaries upon 60 days' notice and which would require payment by the Company after the date hereof of, oror delivery of goods and services valued at, more than $1,000,000 within 12 months from and after the date hereof; (vii) agreement involving change in control payments in excess of $25,000 per payment and $100,000 in the aggregate; (viii) agreement for capital expenditures in excess of $250,000; (ix) any guaranty of, or agreement to become liable for, any obligations of another Person (except with respect to any such guaranty or agreement solely among the Company and its Subsidiaries); or (x) an amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing (such contracts, commitments and agreements ("Contracts")). With respect to all such Contracts, except as set forth in the SEC Reports filed prior to the date hereof or in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor, to the knowledge of HRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SEC Reports;
(vii) any Contract that obligates HRZN or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary and, to HRZN’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Agreement has been approved by the HRZN Board and stockholders of HRZN in accordance with Section 15 of the Investment Company Act. Neither HRZN nor any of its Consolidated Subsidiaries nor, to HRZN’s knowledgeCompany, any other party theretoto any such Contract is, is in material breach thereof or default thereunder and there does not exist under any provision thereof, to the knowledge of the Company, any provisions of or in default (orevent that, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZN. No HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute such a breach or default under any HRZN Material Contract other than default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, reasonably be expected to not be material to HRZN the Company and its Consolidated SubsidiariesSubsidiaries taken as a whole. True and complete copies of each Contract set forth in the Company Disclosure Schedule have been furnished or made available to Parent, and, to the knowledge of the Company, all of such Contracts are valid, binding and in full force and effect, except for such failures to be so valid, binding and in full force and effect that would not be material to the Company and its Subsidiaries taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN FSK has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC FSKR of, all Contracts (collectively, the “HRZN FSK Material Contracts”) to which, as of the date hereof, HRZN FSK or any of its Consolidated Subsidiaries is a party, or by which HRZN FSK or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNFSK, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN FSK or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN FSK or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN FSK or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN FSK or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSK and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN FSK SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN FSK and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN FSK and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN FSK and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN FSK SEC Reports;
(vii) any Contract that obligates HRZN FSK or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN FSK and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN FSK Material Contract is (x) valid and binding on HRZN FSK or its applicable Consolidated Subsidiary and, to HRZNFSK’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSK and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN FSK and HRZN the Joint Advisor in effect as of the date of this Agreement has been approved by the HRZN FSK Board and stockholders of HRZN FSK in accordance with Section 15 of the Investment Company Act. Neither HRZN FSK nor any of its Consolidated Subsidiaries nor, to HRZNFSK’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN FSK Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNFSK. No HRZN FSK Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSK and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN FSK or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN FSK Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSK and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN has Previously Disclosed Except as set forth in Section 3.16(a) of the Acquiror Disclosure Schedule and except for Contracts with customers other than the Contracts with the largest 25 customers for the fiscal year ended December 31, 2009 (determined on the basis of the expected total dollar amount of net sales) if applicable, neither Acquiror nor any of its Subsidiaries is a complete and accurate list of, and true and complete copies have been delivered party to or made available bound by any Contract that: (including via ▇▇▇▇▇i) involves or would reasonably be expected to MRCC of, all Contracts (collectively, the “HRZN Material Contracts”) to which, involve aggregate future payments by Acquiror and/or its Subsidiaries in excess of $5,000,000 or its foreign currency equivalent as of the date hereof, HRZN of this Agreement or any aggregate future payments to Acquiror and/or its Subsidiaries in excess of $5,000,000 or its Consolidated Subsidiaries is a party, or by which HRZN or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) foreign currency equivalent as of the SEC’s Regulation S-K or that is material to HRZN or date of this Agreement (excluding purchase orders received and accepted by Acquiror and/or its financial condition or results of operations;
(ii) other than Contracts entered into Subsidiaries in the ordinary course of business providing for consistent with past practice), (ii) would be required to be filed with the obligation or commitment SEC under Item 601 of HRZN to provide funding to its portfolio investmentsRegulation S-K of the Exchange Act if Acquiror was subject thereto, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing provides for the obligation or commitment of HRZN otherwise relates to provide funding to its portfolio investmentsjoint venture, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminatepartnership, strategic alliance or is not terminable upon noticesimilar arrangements, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN and its Consolidated Subsidiaries, taken as a whole;
(v) contains any non-competition competition, exclusivity, confidentiality or non-solicitation Contract or any other Contract obligation that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities geographic areas in which, the business of Acquiror or any of its Subsidiaries may be conducted or, after the Effective Time, would have the effect of limiting in any material respect the manner in which, or the geographic areas in which, the business of HRZN Company or any of its Subsidiaries may be conducted; (v) constitutes or provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Acquiror or any of its Subsidiaries or commitments for the borrowing or the lending by Acquiror or any of its Subsidiaries of amounts in excess of $1,000,000; (vi) is a license of Intellectual Property Rights to or from Acquiror or any of its Subsidiaries that is material to the business of Acquiror or any of its Subsidiaries; (vii) with any labor union, labor organization or works council; or (viii) contains any type of provision that becomes applicable due to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, but, in the case of this subclause (viii), excluding those Contracts that contain provisions that relate solely to the payment of a monetary amount of less than $5,000,000; or (ix) is material to Acquiror and its Consolidated Subsidiaries, Subsidiaries taken as a whole, is irrespective of amount or could be conducted or the types of business that HRZN and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SEC Reports;
(vii) any Contract that obligates HRZN or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entityduration.
(b) Each HRZN Material Acquiror Contract is (x) valid and binding on HRZN or Acquiror and/or its applicable Consolidated Subsidiary andSubsidiaries, to HRZN’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and (z) is in full force and effect effect. Each of Acquiror and its Subsidiaries and, to the knowledge of Acquiror, the other than Person or Persons thereto has in all material respects performed all of its obligations required to be performed by it under each case as would notAcquiror Contract, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Agreement has been approved by the HRZN Board and stockholders of HRZN in accordance with Section 15 of the Investment Company Act. Neither HRZN nor any of its Consolidated Subsidiaries nor, to HRZN’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZN. No HRZN Material Contract has been amendedon Acquiror.
(c) As of the date of this Agreement, modified no customer of Acquiror or supplemented other than as would notany of its Subsidiaries that, individually or in the aggregateaggregate with its Affiliates, reasonably be expected to be material to HRZN accounted for 1.0% or more of the consolidated revenues of Acquiror and its Consolidated SubsidiariesSubsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Acquiror or any Subsidiary of Acquiror. As of the date of this Agreement, taken as a whole. No event has occurred with respect to HRZN no group of customers of Acquiror or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN accounted for 3.0% or more of the consolidated revenues of Acquiror and its Consolidated Subsidiaries, taken as a wholeSubsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Acquiror or any Subsidiary of Acquiror.
Appears in 1 contract
Certain Contracts. (a) HRZN OBDC II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OBDC of, all Contracts (collectively, the “HRZN OBDC II Material Contracts”) to which, as of the date hereof, HRZN OBDC II or any of its Consolidated Subsidiaries is a party, or by which HRZN OBDC II or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNOBDC II, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OBDC II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDC II to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OBDC II or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OBDC II or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDC II to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OBDC II or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OBDC II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OBDC II and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OBDC II SEC Reports;
(vii) any Contract that obligates HRZN OBDC II or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate OBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OBDC II Material Contract is (x) valid and binding on HRZN OBDC II or its applicable Consolidated Subsidiary and, to HRZNOBDC II’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN OBDC II or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor OBDC II Advisory Agreement in effect as of the date of this Agreement has been approved by the HRZN OBDC II Board and stockholders of HRZN OBDC II in accordance with Section 15 of the Investment Company Act. Neither HRZN OBDC II nor any of its Consolidated Subsidiaries nor, to HRZNOBDC II’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OBDC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOBDC II. No HRZN OBDC II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OBDC II or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OBDC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC II and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN TCPC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC BCIC of, all Contracts (collectively, the “HRZN TCPC Material Contracts”) to which, as of the date hereof, HRZN TCPC or any of its Consolidated Subsidiaries is a party, or by which HRZN TCPC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNTCPC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN TCPC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN TCPC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures indentures, hedging Contracts, derivatives Contracts and other agreements and instruments Contracts pursuant to which any Indebtedness of HRZN TCPC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN TCPC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN TCPC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN TCPC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN TCPC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN TCPC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN TCPC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN TCPC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN TCPC SEC Reports;
(vii) any Contract that obligates HRZN TCPC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN TCPC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN TCPC Material Contract is (x) valid and binding on HRZN TCPC or its applicable Consolidated Subsidiary and, to HRZNTCPC’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN TCPC or its such applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN TCPC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this TCPC Advisory Agreement has been approved by the HRZN TCPC Board and stockholders of HRZN TCPC in accordance with Section 15 of the Investment Company Act. Neither HRZN TCPC nor any of its Consolidated Subsidiaries nor, to HRZNTCPC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN TCPC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNTCPC. No HRZN TCPC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN TCPC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN TCPC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN TCPC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN TCPC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (BlackRock Capital Investment Corp)
Certain Contracts. (a) HRZN Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC Buyer of, all Contracts (collectively, the “HRZN Company Material Contracts”) to which, as of the date hereofof this Agreement, HRZN Company or any of its Consolidated Subsidiaries is a party, or by which HRZN Company or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNCompany, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN or its financial condition or results of operationsK;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN Company or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN Company or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN Company and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN Company and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that by its terms limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN Company and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN Company and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN Company SEC Reports;
(vii) any Contract that obligates HRZN Company or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN Company and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate Buyer, the Surviving Company or any of their respective Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN Company Material Contract is (x) valid and binding on HRZN Company or its applicable Consolidated Subsidiary and, to HRZNCompany’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN Company and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Company Advisory Agreement has been approved by the HRZN Company Board and stockholders members of HRZN Company in accordance with Section 15 of the Investment Company Act. Neither HRZN Company nor any of its Consolidated Subsidiaries nor, to HRZNCompany’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN Company Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to HRZNEffect. No HRZN Company Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN Company or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN Company Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN Company and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Goldman Sachs Private Middle Market Credit LLC)
Certain Contracts. (a) HRZN FSKR has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC FSK of, all Contracts (collectively, the “HRZN FSKR Material Contracts”) to which, as of the date hereof, HRZN FSKR or any of its Consolidated Subsidiaries is a party, or by which HRZN FSKR or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNFSKR, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN FSKR or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN FSKR or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN FSKR or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN FSKR or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSKR and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN FSKR SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN FSKR and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN FSKR and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN FSKR and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN FSKR SEC Reports;
(vii) any Contract that obligates HRZN FSKR or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN FSKR and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate FSK, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN FSKR Material Contract is (x) valid and binding on HRZN FSKR or its applicable Consolidated Subsidiary and, to HRZNFSKR’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSKR and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this FSKR Advisory Agreement has been approved by the HRZN FSKR Board and stockholders of HRZN FSKR in accordance with Section 15 of the Investment Company Act. Neither HRZN FSKR nor any of its Consolidated Subsidiaries nor, to HRZNFSKR’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN FSKR Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNFSKR. No HRZN FSKR Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSKR and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN FSKR or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN FSKR Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN FSKR and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN OCSI has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OCSL of, all Contracts (collectively, the “HRZN OCSI Material Contracts”) to which, as of the date hereof, HRZN OCSI or any of its Consolidated Subsidiaries is a party, or by which HRZN OCSI or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNOCSI, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OCSI or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OCSI or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OCSI or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OCSI or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OCSI and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OCSI SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OCSI and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OCSI and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OCSI and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OCSI SEC Reports;
(vii) any Contract that obligates HRZN OCSI or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OCSI and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate OCSL, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OCSI Material Contract is (x) valid and binding on HRZN OCSI or its applicable Consolidated Subsidiary and, to HRZNOCSI’s knowledge, each other party thereto, (y) enforceable against HRZN OCSI or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OCSI and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this OCSI Advisory Agreement has been approved by the HRZN OCSI Board and stockholders of HRZN OCSI in accordance with Section 15 of the Investment Company Act. Neither HRZN OCSI nor any of its Consolidated Subsidiaries nor, to HRZNOCSI’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OCSI Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOCSI. No HRZN OCSI Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OCSI and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OCSI or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OCSI Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OCSI and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) HRZN BCIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC TCPC of, all Contracts (collectively, the “HRZN BCIC Material Contracts”) to which, as of the date hereof, HRZN BCIC or any of its Consolidated Subsidiaries is a party, or by which HRZN BCIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNBCIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN BCIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN BCIC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures indentures, hedging Contracts, derivatives Contracts and other agreements and instruments Contracts pursuant to which any Indebtedness of HRZN BCIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN BCIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN BCIC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN BCIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN BCIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN BCIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN BCIC SEC Reports;
(vii) any Contract that obligates HRZN BCIC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Merger, will obligate TCPC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN BCIC Material Contract is (x) valid and binding on HRZN BCIC or its applicable Consolidated Subsidiary and, to HRZNBCIC’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN BCIC or its such applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this BCIC Advisory Agreement has been approved by the HRZN BCIC Board and stockholders of HRZN BCIC in accordance with Section 15 of the Investment Company Act. Neither HRZN BCIC nor any of its Consolidated Subsidiaries nor, to HRZNBCIC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN BCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNBCIC. No HRZN BCIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN BCIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN BCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN BCIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (BlackRock Capital Investment Corp)
Certain Contracts. (a) HRZN OBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC OBDE of, all Contracts (collectively, the “HRZN OBDC Material Contracts”) to which, as of the date hereof, HRZN OBDC or any of its Consolidated Subsidiaries is a party, or by which HRZN OBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of HRZNOBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN OBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN OBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN OBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN OBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 days or less, or any Contract that creates or would create a Lien on any asset of HRZN OBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN OBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN OBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN OBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN OBDC SEC Reports;
(vii) any Contract that obligates HRZN OBDC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN OBDC Material Contract is (x) valid and binding on HRZN OBDC or its applicable Consolidated Subsidiary and, to HRZNOBDC’s knowledgeKnowledge, each other party thereto, (y) enforceable against HRZN OBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole. The investment advisory agreement between HRZN and HRZN Advisor OBDC Advisory Agreement in effect as of the date of this Agreement has been approved by the HRZN OBDC Board and stockholders of HRZN OBDC in accordance with Section 15 of the Investment Company Act. Neither HRZN OBDC nor any of its Consolidated Subsidiaries nor, to HRZNOBDC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNOBDC. No HRZN OBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to HRZN OBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN OBDC and its Consolidated Subsidiaries, taken as a whole.
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Certain Contracts. (a) HRZN CSL has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC CSL III of, all Contracts (collectively, the “HRZN CSL Material Contracts”) to which, as of the date hereof, HRZN CSL or any of its Consolidated Subsidiaries is a party, or by which HRZN CSL or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNCSL, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN CSL or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN CSL or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 1,000,000 is outstanding or may be incurred, or any guarantee by HRZN CSL or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,0001,000,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 500,000 as of July 28, 2024 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN CSL or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a wholeCSL);
(iv) except with respect to investments set forth in the HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN CSL and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 500,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN CSL SEC Reports;
(vii) any Contract that obligates HRZN or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viiivi) any Contract with a Governmental Entity.
(b) Each HRZN CSL Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary CSL and, to HRZNCSL’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a wholeCSL. The investment advisory agreement between HRZN CSL and HRZN Advisor CGCIM in effect as of the date of this Agreement has been approved by the HRZN CSL Board and stockholders of HRZN CSL in accordance with Section 15 of the Investment Company Act. Neither HRZN CSL nor any of its Consolidated Subsidiaries nor, to HRZNCSL’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN CSL Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNCSL. No HRZN CSL Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated SubsidiariesCSL. As of the date of this Agreement, taken as a whole. No no event has occurred with respect to HRZN or any of its Consolidated Subsidiaries CSL that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN CSL Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to HRZN and its Consolidated Subsidiaries, taken as a wholeCSL.
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Certain Contracts. (a) HRZN SLRC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via ▇▇▇▇▇) to MRCC SUNS of, all Contracts (collectively, the “HRZN SLRC Material Contracts”) to which, as of the date hereof, HRZN SLRC or any of its Consolidated Subsidiaries is a party, or by which HRZN SLRC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of HRZNSLRC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to HRZN SLRC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of HRZN SLRC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by HRZN SLRC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within 90 60 days or less, or any Contract that creates or would create a Lien on any asset of HRZN SLRC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to HRZN SLRC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the HRZN SLRC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to HRZN SLRC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of HRZN SLRC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that HRZN SLRC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the HRZN SLRC SEC Reports;
(vii) any Contract that obligates HRZN SLRC or any of its Consolidated Subsidiaries to conduct any business that is material to HRZN SLRC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party; or
(viii) any Contract with a Governmental Entity.
(b) Each HRZN SLRC Material Contract is (x) valid and binding on HRZN or its applicable Consolidated Subsidiary SLRC and, to HRZNSLRC’s knowledge, each other party thereto, (y) enforceable against HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeSLRC. The investment advisory agreement between HRZN SLRC and HRZN Advisor SCP in effect as of the date of this Agreement has been approved by the HRZN SLRC Board and stockholders of HRZN SLRC in accordance with Section 15 of the Investment Company Act. Neither HRZN SLRC nor any of its Consolidated Subsidiaries nor, to HRZNSLRC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any HRZN SLRC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to HRZNSLRC. No HRZN SLRC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeSLRC. No event has occurred with respect to HRZN or any of its Consolidated Subsidiaries SLRC that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any HRZN SLRC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries, taken as a wholeSLRC.
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