Certain Funds Availability Sample Clauses
The Certain Funds Availability clause ensures that specific funds are guaranteed to be available for a particular purpose, typically in the context of financing agreements. In practice, this means that lenders commit to providing the agreed-upon funds for a defined period, regardless of certain events that might otherwise allow them to withdraw or refuse funding, such as breaches of representations or covenants. This clause is crucial in transactions like acquisitions, where the certainty of funding is essential to complete the deal, as it protects the borrower from last-minute funding failures and provides assurance to all parties involved.
Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01), during the period from and including the Effective Date and to and including the Closing Date (after giving effect to the funding of the Advances on such date), and notwithstanding (i) that any representation given on the Effective Date or the Closing Date (excluding the Specified Representations and Neptune Acquisition Agreement Representations constituting conditions to the Closing Date) was incorrect, (ii) any failure by the Company to comply with the affirmative covenants and negative covenants or the existence of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent constituting a condition precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only)), (iii) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (iv) that any condition to the Effective Date may subsequently be determined not to have been satisfied, neither the Agent nor any Lender shall be entitled to (a) cancel any of its Commitments (except as set forth in Section 2.05(c)), (b) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy under this Agreement or any Loan Document, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable; provided that from the Closing Date after giving effect to the funding of the Advances on such date, all of the rights, remedies and entitlements of the Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Represen...
Certain Funds Availability. Notwithstanding anything to the contrary herein, (a) the only representations and warranties the accuracy of which shall be a condition to the availability of the Delayed Draw Term Loans and up to $250,000,000 of the Revolving Credit Facility on the Closing Date to finance in part the Acquisition shall be (i) the Acquisition Agreement Representations and (ii) the Specified Representations and (b) to the extent that any lien search (other than UCC lien searches in the jurisdiction of organization of the Borrowers and the Subsidiary Guarantors) cannot be obtained or any security interest in any Collateral is not or cannot be perfected (if applicable) on the Closing Date (other than any security interest in any Collateral which may be perfected (if applicable) by (x) the filing of a financing statement under the UCC or (y) the delivery to the Administrative Agent of certificated equity interests with respect to certificated securities (and related stock powers or other similar transfer instruments) of each domestic subsidiary of the Borrowers required to be pledged to the extent possession of such certificates perfects a security interest therein; provided that so long as each of the Borrowers has used its commercially reasonable efforts to deliver the certificated equity interests of the Acquired Business and/or its subsidiaries, such certificates shall only be required to be delivered on the Closing Date if the Borrowers have actually received such certificates from Western Union or its designee, and otherwise shall be required to be delivered within five (5) days after the Closing Date) after the Borrowers’ use of commercially reasonable efforts to do so, then such lien search and/or the perfection of a security interest in such Collateral shall not constitute a condition precedent to the funding of the Delayed Draw Term Loan and up to $250 million of the Revolving Credit Facility on the Closing Date, but instead shall be required to be obtained or perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrowers acting reasonably within 90 days following the Closing Date (or such later date as may be reasonably agreed between the Administrative Agent and the Borrowers).