Debt Financing Deliverables definition

Debt Financing Deliverables means the following customary documents to be delivered in connection with the Debt Financing: (i) a Payoff Letter with respect to the Company Credit Agreement, and (ii) at least three (3) Business Days prior to the Closing Date, documentation and other information reasonably requested at least ten (10) Business Days prior to the Closing Date by the Debt Financing Sources under applicable “know-your-customer” and anti-money laundering rules and regulations.
Debt Financing Deliverables means the documentation and other information as is reasonably requested in writing by Buyer, which prospective Debt Financing Sources reasonably determine is required under applicable “know your customer” and anti-money laundering rules and regulations in connection with the Debt Financing, including without limitation the PATRIOT Act.
Debt Financing Deliverables means information regarding the Company members reasonably requested by Purchaser that the Debt Financing Sources party to the Debt Commitment Letter reasonably determine is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations and that is required under Section 7 of Exhibit C of the Debt Commitment Letter (provided such documentation and other information is requested at least eight (8) Business Days prior to the Closing Date).

More Definitions of Debt Financing Deliverables

Debt Financing Deliverables means information regarding the Parent, the Acquired Companies, the Total Care Entities, and Miller Real Estate, as applicable, contemplated by paragraph 3 of Exhibit D (Summary of Additional Conditions) to the Debt Commitment Letter (provided such documentation and other information is requested at least ten (10) Business Days prior to the Closing Date).
Debt Financing Deliverables means information regarding the Parent, the Acquired Companies, the Total Care Entities, and Xxxxxx Real Estate, as applicable, contemplated by paragraph 3 of Exhibit D (Summary of Additional Conditions) to the Debt Commitment Letter (provided such documentation and other information is requested at least ten (10) Business Days prior to the Closing Date).
Debt Financing Deliverables means, to the extent required by the Debt Commitment Letter, (i) customary perfection certificates and those corporate organizational documents and (ii) no later than five (5) Business Days prior to the Closing Date (to the extent specifically requested by the Buyer no later than ten (10) Business Days prior to the Closing Date), all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act.
Debt Financing Deliverables means, with respect to each applicable Debt Financing, each of the following documents required to be delivered in connection with such Debt Financing (in each case, solely to the extent customary for secured debt financing transactions): (a) (i) perfection certificates and (ii) corporate organizational documents, authorization documents and certificates, contemplated by the Debt Financing as a condition thereto or reasonably requested by Parent; (b) information and documents as may be reasonably requested by Parent in connection with the issuance by counsel to Merger Sub or Parent of legal opinions required to be delivered pursuant to any Debt Financing; (c) authorization letters in connection with the Marketing Materials; (d) to the extent required at the Closing, agreements, documents or certificates that facilitate the creation, perfection or enforcement of Liens securing the Debt Financing as are reasonably requested by the Parent (including, if reasonably available to the Company at or prior to Closing, delivery to Parent of original copies of all certificated securities (with transfer powers executed in blank) evidencing equity of the Company Subsidiaries) and (e) such other documentation and items required by any Debt Commitment Letters and/or the agreements for the Debt Financing, in each case under this clause (e), to the extent reasonably requested by Parent and reasonably available to the Company or its Subsidiaries; provided that any such agreements are effective not sooner than, and subject to the occurrence of, the Closing.
Debt Financing Deliverables documentation and other information about the Company and the Company Subsidiaries reasonably requested at least ten (10) Business Days prior to the Closing Date by the Financing Sources under applicable “know-your-customer” and anti-money laundering rules and regulations which shall be required to be delivered by the Company to the Purchaser at least three (3) Business Days prior to the Closing Date.
Debt Financing Deliverables means (a) information necessary to complete customary perfection certificates, collateral questionnaires and schedules in connection with the Debt Financing, corporate organizational documents and good standing certificates; (b) customary pay-off letters relating to the repayment on the then‑outstanding balance of all Borrowed Indebtedness and the release of related liens, including the related filings and return of collateral all in form reasonably acceptable to Buyer; (c) documentation and other information reasonably requested by Buyer to evidence compliance with laws including (i) as may be required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations and (ii) OFAC, FCPA and the Investment Company Act; and (d) such financial information as may be reasonably requested in connection with the preparation of customary pro forma financial statements in connection with the Debt Financing (including, the financial statements required by Section 7(e) of the Debt Financing Amendment).

Related to Debt Financing Deliverables

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • Debt Financing has the meaning set forth in Section 5.7.

  • Debt Financing Sources means the Persons that have committed to provide, or otherwise entered into agreements in connection with, the Debt Financing (including the parties to any joinder agreements, credit agreements or other definitive agreements relating thereto) and their respective Affiliates and such Person’s (and their respective Affiliates’), officers, directors, employees, attorneys, advisors, agents and representatives involved in the Debt Financing and their successors and permitted assigns.

  • Investor Deliverables has the meaning set forth in Section 2.2(b).

  • Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Project Deliverables means the Project deliverables set out in Schedule 2. Project Material means all the material including but not limited to documents, computer software, and data stored by any means which is created by the Fellow in the course of undertaking the Project.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Financing Parties means Parties financing the Project, pursuant to Financing Documents.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Project financing gap means the part of the total project cost,

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Financing Commitment means documentation provided by a third party extending monies for the purpose of supporting the proposed Project in a manner that outlines the terms and conditions of borrowings, grants and other financing instruments. Terms and conditions should be reflective of terms under which all parties are willing to close and fund. There should be no Material Changes to stated terms without documented cause between the issuance of a commitment and closing. Material Changes must be submitted to ADOH for approval in accordance with Section 5.5 of this Plan.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Financing Coordination Fee means the fees payable to the Advisor pursuant to Section 10(e).

  • Financing Commitments has the meaning set forth in Section 5.7.

  • Real Property Deliverables means each of the following agreements, instruments and other documents in respect of each Facility:

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.