Funding Date Sample Clauses
POPULAR SAMPLE Copied 1 times
Funding Date. The conditions precedent set forth in Sections 5.01 through 5.21 shall have been satisfied, and the Funding Date shall have occurred, on or prior to the Funding Termination Date. In determining the satisfaction of the conditions specified in this Section 5, (x) to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date that the respective item or matter does not meet its satisfaction and (y) in determining whether any Lender is aware of any fact, condition or event that has occurred and which would reasonably be expected to have a Material Adverse Effect or a material adverse effect of the type described in Section 5.08, each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Funding Date of such fact, condition or event shall be deemed not to be aware of any such fact, condition or event on the Funding Date. Upon the Administrative Agent’s good faith determination that the conditions specified in this Section 5 have been met (after giving effect to the preceding sentence), then the Funding Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Funding Date shall not release the Borrowers from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5). The acceptance of the Loans shall constitute a representation and warranty by each of the Borrowers to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 5 are satisfied as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in this Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.
Funding Date. The applicable Funding Date shall not occur outside of the Loan Commitment Availability Period.
Funding Date. The obligations of the Lenders to make Loans hereunder is subject to receipt by the Administrative Agent of a Borrowing Request therefor in accordance with Section 2.03, and to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions on or after the Signing Date:
(a) The Administrative Agent shall have received a certificate, substantially in the form attached hereto as Exhibit E (and, if not in the form of such Exhibit, with all modifications therefrom to be reasonably acceptable to the Administrative Agent), dated the Funding Date and signed by a Financial Officer of the Borrower, (i) confirming satisfaction of the conditions set forth in paragraph (c) and (d) of this Section and (ii) stating that the Borrower reasonably believes that the Merger will be consummated within three Business Days of the Funding Date on the terms set forth in the Merger Agreement, without giving effect to amendments, waivers or consents by the Borrower or the Merger Sub (other than any waiver or consent to any interim operating covenants of the Acquired Company and its Subsidiaries not involving the incurrence of Debt or Liens or the disposition of assets) that are adverse in any material respect to the Lenders and that have not been approved by the Arrangers (such approval not to be unreasonably withheld or delayed).
(b) The Arrangers shall have received (i) audited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for the three most recently completed fiscal years ended at least 90 days prior to the Funding Date, prepared in accordance with GAAP, and (ii) unaudited Consolidated balance sheets and related Consolidated statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days before the Funding Date, in each case prepared in accordance with GAAP; provided that filing of the required financial statements by the Borrower with the SEC of an Annual Report on Form 10-K and a Quarterly Report on Form 10-Q will satisfy the foregoing requirements.
(c) The representations and warranties in Article III shall be true and correct in all material respects.
(d) No event referred to in Section 7.01(d)(2) or 7.01(e) (in each case, with respect to the Borrower) or Section 7.01(i) shall have shall have occurred and be continuing or would result from the making of the Loans on the Funding Date.
(e) The Admin...
Funding Date the Funding Date for the Funding Portion is a Business Day within the Availability Period;
Funding Date. The Administrative Agent shall have received a Request for Credit Extension prior to (A) (i) 12:00 noon, New York City time, one Business Day prior to the anticipated Amendment No. 7 Funding Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the anticipated Amendment No. 7 Funding Date in the case of Eurocurrency Rate Loans requesting that each Tranche B-6 Term Loan Lender make the Tranche B-6 Term Loans on the requested funding date and specifying the amount to be borrowed and (B) 9:00 a.m., New York City time, three Business Days prior to the anticipated Amendment No. 7 Funding Date requesting that each Euro Tranche C-5 Term Loan Lender make the Euro Tranche C-5 Term Loans on the requested funding date and specifying the amount to be borrowed.
Funding Date. Each of the Borrowers and the Loan Parties party hereto (each, a “Reaffirming Party” and, collectively, the “Reaffirming Parties”) expects to realize substantial direct and indirect benefits as a result of this Amendment No. 8 (including the agreements set forth in Section 2 hereof becoming effective and the consummation of the transactions contemplated thereby) and desires to reaffirm its obligations pursuant to the Collateral Documents to which it is a party.
Funding Date. In the case of the Initial Funding, and as to any Incremental Funding, the second Business Day immediately following receipt by the Deal Agent and the Liquidity Agents of a Funding Notice, delivered in accordance with Section 2.2, provided that such Funding Notice is received by 5:00 pm, Charlotte time.
Funding Date. The date on which any Credit Loan is made or is to be made pursuant to the terms hereof.
Funding Date. The Funding Date shall have occurred on or prior to September 30, 2008.
Funding Date. The obligation of each Lender to make a Loan on the Funding Date is subject only to the Effective Date and to the satisfaction of the following additional conditions:
(a) Substantially concurrently with the making of the Loans, the Specified Acquisition shall have been consummated in all material respects in accordance with the Acquisition Agreement without giving effect to any amendment, modification or waiver or consent by the Borrower thereunder, in each case, that is materially adverse to the Lenders, in their capacities as such, without the prior written consent of the Specified Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) it being understood and agreed that (i) any increase or decrease in the acquisition consideration under the Acquisition Agreement in accordance with the terms of the Acquisition Agreement as in effect on June 10, 2023 and the Purchaser’s (as defined in the Acquisition Agreement) election to exercise its rights under Section 2.6 of the Acquisition Agreement as in effect on June 10, 2023, (ii) any other decrease in the acquisition consideration under the Acquisition Agreement that is accompanied by a dollar-for-dollar reduction in the Commitments and (iii) any other increase in the cash portion of the acquisition consideration since June 10, 2023 which does not exceed 5% of the purchase price, in each case shall be deemed not to be materially adverse to the Lenders.
(b) Since the date of the Acquisition Agreement, no Company Material Adverse Effect (as defined in the Acquisition Agreement as in effect on June 10, 2023) shall have occurred that is continuing on the Funding Date.
(c) (i) The Specified Representations shall be accurate in all material respects on and as of the Funding Date (except to the extent that any Specified Representations expressly relate to an earlier date, in which case such Specified Representations shall have been accurate in all material respects as of such earlier date) and (ii) the Acquisition Agreement Representations (to the extent set forth in the definition thereof) shall be accurate in all material respects on and as of the Funding Date.
(d) Prior to, or substantially concurrently with, the making of the Loans on the Funding Date, all principal, interest and fees due under the Argus Credit Agreement shall have been paid and all commitments thereunder shall have been terminated (the “Refinancing”).
(e) The Administrative Agent shall have received a Borrowing Requ...