CW Transaction definition
Examples of CW Transaction in a sentence
Additionally, at the time of consummation thereof, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the consummation of the transactions contemplated by the CW Transaction Documents.
Each CW Transaction Document is the legal, valid and binding obligation of the Borrower and WDLLC, respectively, and, to the knowledge of the Borrower and WDLLC, the other parties thereto, enforceable against such parties in accordance with its terms.
Other than the acquisition of WD Capital and membership interests of ARA Finance pursuant to the CW Transaction, form or acquire, or permit any Subsidiary of Borrower to form or acquire, any Person that would thereby become a Subsidiary.
No such default would result from the consummation of the transactions contemplated by this Agreement, any other Loan Document, or the CW Transaction.
After giving effect to the transactions contemplated by this Agreement (including, without limitation, the CW Transaction), and before and after giving effect to each Loan, the Loan Parties, on a consolidated basis, are Solvent.
No material event shall have occurred or circumstance shall exist as a result of which either the Borrower or WDLLC has the option to terminate the CW Transaction pursuant to the CW Transaction Documents.
After giving effect to the CW Transaction, all of the outstanding Equity Interests in each Loan Party and such Subsidiaries have been validly issued, are fully paid and non-assessable and, as to such Subsidiaries are owned by a Loan Party (or a Subsidiary of a Loan Party) as specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those created under the Security Documents.
The Base Line Projections were prepared in good faith on the basis of the assumptions stated therein (after giving pro forma effect to the CW Transaction), which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ reasonable estimate of the respective and collective future financial performance of the Loan Parties, respectively.
The terms of the Consent and Waiver that permitted the granting of Liens on assets acquired as part of the C&W Transaction in favor of any party other than Agent (other than in connection with the C&W Sale/Leaseback Transaction) shall be of no further force and effect.
Schedule 5.13 also sets forth in detail the ownership of each Loan Party (after giving effect to the CW Transaction), each Lien on any ownership interests in any Loan Party (other than those granted to the Collateral Agent pursuant to the Security Documents), and any repurchase rights or obligations to repurchase any such ownership interests.