Conditions to Financing. As of the Closing Date, the conditions precedent to the initial funding of the financing commitments contained in clauses (i) (to the extent requiring the delivery of releases of Liens encumbering the assets of Rome and the Rome Subsidiaries) and (vi) (to the extent requiring the delivery of financial statements of Rome and the Rome Subsidiaries) under the heading “Conditions Precedent to All Borrowings” in the Summary of Terms and Conditions attached to the Commitment Letter shall have been satisfied or waived in writing by the lenders providing such commitments.
Conditions to Financing. In the event FBC agrees to directly finance any AspenTech Software, all of the following conditions must be satisfied at or prior to the Closing Date with respect to such financing:
Conditions to Financing. Each Initial Bridge Lender’s commitment hereunder, and each of our agreements to perform the services described herein, are subject solely to satisfaction or waiver of each of the following conditions precedent: (a) since November 2, 2014, no change or event shall have occurred that has had or would reasonably be expected to have an Acquired Business Material Adverse Effect (as defined below), (b) the negotiation, execution and delivery of definitive documentation with respect to the Bridge Facility consistent with this Commitment Letter and the Fee Letter, customary for transactions of such type and otherwise reasonably satisfactory to the Lead Arrangers and you (the “Credit Documentation”); provided that, subject to the Limited Conditionality Provision (as defined below), documentation substantially similar to the documentation (with adjustments to reflect that the Facility is a “bridge” facility) in connection with the Existing Credit Agreement, with such modifications as are set forth in the Term Sheet or are mutually agreed upon, is satisfactory for this purpose, and (c) the satisfaction of conditions set forth on Exhibit B. For the purposes hereof, “Acquired Business Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, with all other changes, effects, events, occurrences, circumstances and states of fact, (1) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, circumstances or state of facts to the extent relating to (i) the economy in general, (ii) the pharmaceutical, biotechnology, healthcare, contract research, contract sales, drug development, healthcare informatics, chemical, agrochemical and food industries generally, including changes in the use, adoption or non-adoption of technologies or industry standards, (iii) the securities, credit, financial or other capital markets generally in the United States or elsewhere in the world, including changes in interest rates, (iv) any change in the Company’s stock price or trading volume or any failure, in and of itself, to meet internal or published projections, forecasts or estimates in respect of revenues, earnings, cash flow or other financial or operating metrics for any period (provided, however, that the facts or causes underlying or contributing to such change or failure...
Conditions to Financing. The commitment of each Initial Lender with respect to the initial funding of the Facilities is subject solely to (a) the satisfaction or waiver by the Commitment Parties of each of the conditions set forth under Annex II hereto and (b) subject to the Funds Certain Provisions (as defined below), the execution and delivery of definitive credit documentation with respect to each Facility consistent with this Commitment Letter and the Fee Letters and, to the extent terms are not provided in this Commitment Letter or the Fee Letters, otherwise satisfactory to you and the Lead Arrangers (the “Credit Documentation”) prior to such initial funding. Notwithstanding anything in this Commitment Letter, the Fee Letters, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, (a) the Credit Documentation shall be in a form such that the terms thereof do not impair availability of the Facilities on the Closing Date if the conditions in Annex II and paragraph 5 hereof shall have been satisfied, (b) to the extent any security interest in the Collateral (as defined in Annex I) (other than the Collateral of the Borrowers and the Guarantors (as defined in Annex I) the security interest in which may be perfected by the filing of a UCC financing statement, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office or the delivery of certificates evidencing equity interests (other than any certificates evidencing equity interests in the Acquired Business and its subsidiaries)) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the provision and/or perfection, as applicable, of any such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date (it being understood, however, that the Credit Documentation shall provide that such provision and/or perfection occurs not later than 90 days, or in the case of any certificates evidencing equity interests in the Acquired Business and any of its subsidiaries organized in the Xxxxxx Xxxxxx, 00 days (or, in each case such later date as reasonably agreed to by the Administrative Agent) after the Closing Date pursuant to arrangements to be mutually agreed), and (c) subject to appropriate qualifications to reflect the foregoing clause (b), the only representations and warranties the accuracy of...
Conditions to Financing. The willingness of Comerica to provide the Financing and the closing of the Financing shall be subject to the satisfaction, on or before the date of closing under this Commitment ("Closing"), of each of the following conditions.
Conditions to Financing. As of the Closing Date, all conditions precedent to the initial funding of the financing commitments contained in clause (i) of the Conditions section of the Commitment Letter and clauses (1) (to the extent relating to the Acquisition and the Acquisition Documents), (2) and (3) (to the extent, with respect to the first sentence thereof, relating to the Company and the Subsidiaries) of Annex III of the Commitment Letter shall have been satisfied or waived in writing by the lenders providing such commitments;
Conditions to Financing. LMIG engagement hereunder is subject to the satisfaction, in its sole discretion, of the following conditions:
Conditions to Financing. The Contractor acknowledges that, as a condition precedent to making funds available to Employer the Lenders may require the right to review and approve Milestone Certificates, payment invoices, supporting documentation and the Works and may require certain certificates, documents and other information from the Contractor. The Contractor shall cooperate promptly with the Employer and the Lenders to meet all the reasonable requirements of the Lenders. The Contractor will reasonably cooperate i n t he e stablishment a nd i mplementation of pr ocedures di ctated b y t he F inancing Documents for the disbursement of funds thereunder.
