Acquisition Closing Date. The respective obligations of the Delayed Draw Term A Lenders and the Term B Lenders to make Delayed Draw Term A Loans and Term B Loans shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.2):
(a) The Execution Date shall have occurred.
(b) Payment of all fees, interest and other amounts due and payable as of the Acquisition Closing Date from the Company and its Subsidiaries to the Arrangers, Administrative Agent and the Lenders under the Loan Documents and pursuant to any fee or similar letters executed by the Company in connection herewith shall be paid, including reimbursement or payment of all out-of-pocket expenses required thereunder to be reimbursed or paid by the Company and its Subsidiaries, in each case solely to the extent invoiced in writing to the Company in reasonable detail at least one Business Day prior to the Acquisition Closing Date (provided that such applicable payments may be made by net rather than gross proceeds of Loans as agreed).
(c) (x) The terms of the Offer Documentation, to the extent material to the interest of the Lenders, shall be consistent with the terms of the Business Combination Agreement and shall in any event, contain the Key Offer Terms unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned, it being agreed such consent shall be deemed given if the Arrangers fail to respond within 2 Business Days after written notice from the Company). The Acquisition shall have been consummated, or will be consummated substantially concurrently with the funding of the Advances on the Acquisition Closing Date, in accordance with the Offer Documentation and no amendments, consents or waivers to or of the Acquisition Documentation and/or Non-Tender Documents that are materially adverse to the Lenders or the Arrangers shall have been made without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned, it being agreed such consent shall be deemed given if the Arrangers fail to respond within 2 Business Days after written notice from the Company), it being understood that any amendments, consents or waivers in respect of the Key Offer Terms or the provisions of the Business Combination Agreement limiting recourse against financing sources shall be material and adverse to the Lenders and Arrangers. The Non-Tender Documents shall be effective.
(i) The Admini...
Acquisition Closing Date. The date on which the conditions set forth in the Purchase Agreement have been satisfied and the Acquisition has been consummated.
Acquisition Closing Date. The Borrower and BidCo shall use all commercially reasonable efforts to take or cause to be taken all corporate, stockholder and other action necessary to cause the Acquisition Closing Date to occur as soon as practicable after the Tender Offer Closing Date.
Acquisition Closing Date. The obligations of the Lenders to make the Loans and of the Issuing Bank to issue Letters of Credit hereunder is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(a) The Effective Date shall have occurred.
(b) The Filing Date shall have occurred.
(c) The Take Private Resolution shall have been passed.
(d) Receipt by the Administrative Agent of the following documents, each dated the Acquisition Closing Date unless otherwise indicated:
1. a copy, certified by the Revolving Borrower, of (x) each of the Scheme Documents and the Press Release and Acquisition Agreement or otherwise reflecting amendments to, or waivers of, the terms and conditions applicable to the Acquisitions, (y) the Court Order and (z) the certificates of the Registrar of Companies in Ireland confirming registration of the Court Order (insofar as it relates to the Capital Reduction); and a certified copy of the Take Private Resolution;
Acquisition Closing Date. The Acquisition Close of Escrow for each Home shall occur after the satisfaction of the Funding Conditions and no later than the Acquisition Outside Closing Date. If Participant does not complete an Acquisition Close of Escrow to acquire a Home on or before the Acquisition Outside Closing Date for the Home, the City Party shall have no obligation to provide the NSP Loan for that Home and the Home shall not be included in the NSP Program unless otherwise agreed in writing by the City Party. In such event, however, Participant may be entitled to a direct reimbursement of its Project Expenses for the Home in accordance with Section 6.3.2 of this Agreement.
Acquisition Closing Date. The Borrower shall ensure that on the Acquisition Closing Date the Senior Borrower will become an Additional Guarantor in accordance with Clause 25 (Changes to the Obligors).
Acquisition Closing Date. The obligations of the Lenders to make Loans and any agreement of the Issuing Bank to issue any Letters of Credit hereunder on the Acquisition Closing Date shall be subject solely to satisfaction of the following conditions (or the waiver of such conditions in accordance with Section 10.02):
Acquisition Closing Date. The Acquisition Closing Date shall have occurred on or before the Expiration Date.
Acquisition Closing Date. The Borrower shall:
(a) on the Acquisition Closing Date, cause UniSource Energy (i) to repay all Indebtedness of UniSource Energy owed to the Borrower (such debt payment, the "UniSource Debt Payment"); and (ii) to contribute to the Borrower as common equity (such equity contribution, the "UniSource Equity Contribution") an aggregate amount in cash of not less than the amount necessary to result, after giving pro forma effect to (x) the UniSource Debt Payment, and (y) any application of proceeds of the UniSource Debt Payment and the UniSource Equity Contribution to repayment of Indebtedness of the Borrower, in the Borrower having the ability under all Requirements of Law (including all orders of the ACC) to distribute 100% of its net income to its shareholders;
(b) on the Acquisition Closing Date, make arrangements satisfactory to the Paying Agent to reduce Indebtedness of the Borrower in an amount not less than $180,000,000 minus (i) the amount of the reduction in the Tranche B Credit-Linked Deposit to be made pursuant to Section 2.08(d) (including, without limitation, delivery of an irrevocable notice of redemption with respect to any such Indebtedness which is to be redeemed) and (ii) the amount 56 LA/1174693.12 of any reductions in Indebtedness of the Borrower between the Effective Date and the Acquisition Closing Date; and
(c) during the period commencing on the Acquisition Closing Date and ending thirty-five (35) days after the Acquisition Closing Date, reduce Indebtedness of the Borrower (treating for purposes of this Section 5.12(c) any reduction in the Tranche B Credit Linked Deposit pursuant to Section 2.08(d) as a reduction in Indebtedness of the Borrower) in an amount not less than the amount required under Section 2.08(d) and Section 5.12(b).
Acquisition Closing Date. The obligations of the Lenders to make Tranche 1 Loans and Tranche 2 Loans on the Acquisition Closing Date is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:
(a) The Effective Date shall have occurred.
(b) The Filing Date shall have occurred.
(c) The Take Private Resolution shall have been passed.
(d) Receipt by the Administrative Agent of the following documents, each dated the Acquisition Closing Date unless otherwise indicated:
1. a notice of borrowing in accordance with Section 2.03;
2. a copy, certified by the Term Facility Borrower, of (x) each of the Scheme Documents and the Press Release and Acquisition Agreement or otherwise reflecting amendments to, or waivers of, the terms and conditions applicable to the Acquisitions, (y) the Court Order and (z) the certificates of the Registrar of Companies in Ireland confirming registration of the Court Order (insofar as it relates to the Capital Reduction); and a certified copy of the Take Private Resolution;
3. a certificate of the Term Facility Borrower certifying that the conditions set forth in clauses (e), (f) and (g) of this Section 4.02 have been satisfied;
4. An executed Joinder Agreement from each Acquisition Closing Date Guarantor pursuant to which such Acquisition Closing Date Guarantor will become, substantially simultaneously with the occurrence of the Acquisition Closing Date, a Guarantor under this Agreement; and
5. The Administrative Agent shall have received a certificate substantially in the form attached hereto as Exhibit E of the Term Facility Borrower and the Acquisition Closing Date Guarantors.
(e) the Certain Funds Representations shall be true and correct in all material respects on and as of the Acquisition Closing Date as if made on such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);
(f) as of the Acquisition Closing Date, no Certain Funds Event of Default has occurred and is continuing or would result from the consummation of any Borrowing or from the application of the proceeds therefrom;
(1) the Scheme Effective Date shall have occurred and the Term Facility Borrower (together with its nominees) owns (or immediately after application of the proceeds of the Borrowing on the Acquisition Closing Date will own) 100% of the issued share capital of Eagle and...
