Common use of Acquisition Date Clause in Contracts

Acquisition Date. In the case of the Borrowing on the Acquisition Date: (a) receipt by the Administrative Agent of counterparts of the Subsidiary Guarantee Agreement, duly executed by the Borrower and by each Subsidiary of the Borrower which is a Significant Subsidiary as of the Acquisition Date and, solely if a Release Event shall not have occurred prior to the Acquisition Date, duly executed counterparts of each Pledge Agreement together with certificates for the Pledged Stock (as defined in each Pledge Agreement) and the Pledged Certificates (as defined in each Pledge Agreement); (b) the fact that all material governmental and third party approvals (including approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and other consents, but excluding STB approval) necessary in connection with the Acquisition shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any governmental authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Acquisition, and the Administrative Agent shall have received copies, certified by the Secretary or an Assistant Secretary of the Borrower, of all filings made with any governmental authority in connection with the Acquisition which the Agent shall have requested; (c) the fact that all fees and expenses payable on or before the Acquisition Date by the Borrower for the account of the Banks and their affiliates in connection with this Agreement shall have been paid in full on or before such date in the amounts previously agreed upon in writing; (d) receipt by the Administrative Agent of a certificate of the chief executive officer or the chief financial officer of the Borrower that the Second Offer has been consummated in accordance with the Second Offer to Purchase, without, unless consented to in writing by the Required Banks, waiver of any of the conditions thereof other than the financing condition; (e) the fact that the Administrative Agent shall not have received notice from the Required Banks that, in their reasonable determination, any of the conditions of the Second Offer has not been fulfilled other than the financing condition; (f) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, (ii)

Acquisition Date. In the case of the Borrowing on the The Acquisition Date shall have occurred as to such Equipment. The term "Acquisition Date: " with respect to any item of Equipment shall mean the date on which each of such conditions has been satisfied (aA) receipt by the Administrative Agent Lessor shall have paid the Equipment Cost therefor and shall have received bills of counterparts sale or other evidence of ownership thereof, taking good and marketable title thereto, free and clear of all liens and encumbrances of third parties, pursuant to the Subsidiary Guarantee Agency Agreement, duly executed by the Borrower and by each Subsidiary of the Borrower which is a Significant Subsidiary as of the Acquisition Date and, solely if a Release Event shall not have occurred prior to the Acquisition Date, duly executed counterparts of each Pledge Agreement together with certificates for the Pledged Stock (as defined in each Pledge Agreement) and the Pledged Certificates (as defined in each Pledge Agreement); (bB) the fact that Lessor shall have received copies of all material governmental Related Contracts, and third party approvals (including approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and all other consents, but excluding STB approval) necessary contracts entered into in connection with the Acquisition acquisition, development and installation of the Equipment, pursuant to the Agency Agreement (C) all Permits that are or will become Applicable Permits with respect to such Phase and the Applicable Site shall have been obtained, except Applicable Permits customarily obtained or which are permitted by Governmental Requirements to be obtained after the acquisition of the Equipment (in which case the Lessee, having completed all appropriate due diligence in connection therewith pursuant to the Agency Agreement, shall have no reason to believe that such Permits will not be granted in the usual course of business prior to the date that such Permits are required by Governmental Requirements), and such obtained Permits shall be in proper form, in full force and effecteffect and not subject to any appeal or other unsatisfied contest that may allow modification or revocation thereof, and all applicable waiting periods (D) the Lessor shall have expired without any action being taken received evidence of perfection under local law of its ownership of the Equipment subject to a Lease intended as security and of filing of protective financing statements under applicable local law, properly executed by any governmental authority which has restrainedthe Lessee, prevented or otherwise imposed materially adverse conditions on evidencing a first priority, perfected interest in the AcquisitionEquipment in favor of the Lessor as security for payment by the Lessee of all amounts, and the Administrative Agent performance of all obligations, of the Lessee under the Lease, (E) the Lessor shall have received copies, certified a Certificate of Acceptance in substantially the form of Exhibit B attached hereto and by reference made a part hereof from the Secretary or an Assistant Secretary of Lessee with respect to such Equipment and (F) the Borrower, of all filings made with any governmental authority in connection with the Acquisition which the Agent Lessor shall have requested; (c) received a Lease Supplement in substantially the fact that all fees form of Exhibit C attached hereto and expenses payable on or before the Acquisition Date by the Borrower for the account of the Banks and their affiliates in connection with this Agreement shall have been paid in full on or before such date in the amounts previously agreed upon in writing; (d) receipt by the Administrative Agent of reference made a certificate of the chief executive officer or the chief financial officer of the Borrower that the Second Offer has been consummated in accordance with the Second Offer to Purchase, without, unless consented to in writing by the Required Banks, waiver of any of the conditions thereof other than the financing condition; (e) the fact that the Administrative Agent shall not have received notice part hereof from the Required Banks that, in their reasonable determination, any of the conditions of the Second Offer has not been fulfilled other than the financing condition; (f) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, (ii)Lessee with respect to such Equipment.

Acquisition Date. In the case The obligations of the Borrowing Term Lenders to make Term Loans hereunder on the Acquisition Date, and the obligations of the Revolving Lenders to make Revolving Loans on the Acquisition Date pursuant to clause (b) of Section 2.01, shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions, and no other conditions: (a) receipt the Effective Date shall have occurred; (b) the Administrative Agent shall have received a duly executed Borrowing Request; (c) since June 30, 2013, and except as expressly contemplated by the Acquisition Agreement or as set forth on Section 3.8(a) of the Acquisition Agreement Disclosure Schedules, there shall not have occurred any Acquired Company Material Adverse Effect; (d) since October 15, 2013, there shall not have occurred any Acquired Company Material Adverse Effect; (e) the Acquisition shall have been consummated, or substantially concurrently with the making of Term Loans and Revolving Loans on the Acquisition Date shall be consummated, in all material respects pursuant to and on the terms set forth in the Acquisition Agreement, and all conditions precedent therein to the consummation of the Acquisition shall have been satisfied or waived in accordance with the terms thereof, in each case without giving effect to amendments, waivers or consents that are adverse in any material respect to the Lenders and that have not been approved by the Administrative Agent of counterparts Agent; (f) the Refinancing Transactions shall have been or shall simultaneously be completed, provided that the Refinancing Transactions referred to in clause (f) of the Subsidiary Guarantee Agreementdefinition of “Refinancing Transactions” may be completed within 60 days following the Acquisition Date (or such longer period as the Administrative Agent may reasonably agree to); (g) the Specified Borrower Representations shall be true and correct in all material respects and the Specified Acquired Company Representations shall be true and correct in all respects, duly executed by the Borrower in each case on and by each Subsidiary of the Borrower which is a Significant Subsidiary as of the Acquisition Date andDate, solely if a Release before and after giving effect to the consummation of the Transactions to occur on the Acquisition Date, including any Borrowings to be made on such date and the application of the proceeds thereof; (h) no Event of Default referred to in any of clauses (a), (b), (g), (h) or (i) of Article VII shall not have occurred and be continuing; (i) The Administrative Agent shall have received a certificate, dated the Acquisition Date and signed by a President, a Vice President or a Financial Officer of the Borrower, confirming that the conditions set forth in clauses (c) through (h) above have been satisfied; (j) the Lenders shall have received a certificate from a Financial Officer of the Borrower, as to the solvency of the Loan Parties (with such solvency representation being substantially the same as the representation set forth in Section 3.14 (but on a pro forma basis giving effect to the Transactions occurring on or prior to the Acquisition Date); (k) the Administrative Agent, the Lead Arrangers and each Lender shall have received all unpaid fees and other amounts due and payable by the Borrower on or prior to the Acquisition Date, duly executed counterparts to the extent invoiced at least three Business Days prior to the Acquisition Date, including, to the extent invoiced, reimbursement or payment of each Pledge Agreement together with certificates all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; and (l) The Administrative Agent and the Lenders shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent and its subsidiaries as of and for the Pledged Stock 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements shall have been delivered pursuant to Section 5.01 (as defined in each Pledge Agreement) or prior to the first delivery thereof, the most recently completed four-fiscal quarter period ended for which financial statements of Parent have been publicly disclosed prior to the Acquisition Date), prepared after giving effect to the Acquisition and the Pledged Certificates other Transactions as if the Transactions had occurred as of such date (as defined in each Pledge Agreementthe case of such balance sheet) or at the beginning of such period (in the case of such statement of income) on a pro forma basis in accordance with Regulation S-X under the Securities Act (collectively, the “Pro Forma Financial Statements”); . The Administrative Agent shall notify the Borrower and the Lenders of the Acquisition Date. Notwithstanding the foregoing, the obligations of the Lenders to make Term Loans and to make Revolving Loans pursuant to clause (b) of Section 2.01 shall not become effective unless each of the fact that all material governmental and third party approvals foregoing conditions is satisfied (including approvals under or waived pursuant to Section 9.02) on or prior to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and other consentsOutside Date (and, but excluding STB approval) necessary in connection with the Acquisition shall have been obtained and be in full force and effectevent such conditions are not so satisfied or waived, and all applicable waiting periods shall have expired without any action being taken by any governmental authority which has restrained, prevented or otherwise imposed materially adverse conditions on the Acquisition, Term Commitments and the Administrative Agent shall have received copies, certified by the Secretary or an Assistant Secretary obligations of the Borrower, Lenders to make Revolving Loans pursuant to clause (b) of all filings made with any governmental authority in connection with the Acquisition which the Agent Section 2.01 shall have requested; (c) the fact that all fees and expenses payable on or before the Acquisition Date by the Borrower for the account of the Banks and their affiliates in connection with this Agreement shall have been paid in full on or before such date in the amounts previously agreed upon in writing; (d) receipt by the Administrative Agent of a certificate of the chief executive officer or the chief financial officer of the Borrower that the Second Offer has been consummated terminate in accordance with the Second Offer to Purchase, without, unless consented to in writing by the Required Banks, waiver of any of the conditions thereof other than the financing condition; (e) the fact that the Administrative Agent shall not have received notice from the Required Banks that, in their reasonable determination, any of the conditions of the Second Offer has not been fulfilled other than the financing condition; (f) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, (iiSection 2.08).

Acquisition Date. In the case of the Borrowing on the The Acquisition Date shall have occurred as to such Equipment. The term "Acquisition Date: " with respect to any item of Equipment shall mean the date on which each of such conditions has been satisfied (aA) receipt by the Administrative Agent Lessor shall have paid the Equipment Cost therefor and shall have received bills of counterparts sale, acceptance certificate or other evidence of ownership thereof, taking good and marketable title thereto, free and clear of all liens and encumbrances of third parties, pursuant to the Subsidiary Guarantee Agency Agreement, duly executed by the Borrower and by each Subsidiary of the Borrower which is a Significant Subsidiary as of the Acquisition Date and, solely if a Release Event shall not have occurred prior to the Acquisition Date, duly executed counterparts of each Pledge Agreement together with certificates for the Pledged Stock (as defined in each Pledge Agreement) and the Pledged Certificates (as defined in each Pledge Agreement); (bB) the fact that Lessor shall have received copies of all material governmental Related Contracts, and third party approvals (including approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and all other consents, but excluding STB approval) necessary contracts entered into in connection with the Acquisition acquisition, development and installation of the Equipment, pursuant to the Agency Agreement (c) all Permits that are or will become Applicable Permits with respect to such Equipment shall have been obtained, except Applicable Permits customarily obtained or which are permitted by Governmental Requirements to be obtained after the acquisition of the Equipment (in which case the Lessee, having completed all appropriate due diligence in connection therewith pursuant to the Agency Agreement, shall have no reason to believe that such Permits will not be granted in the usual course of business prior to the date that such Permits are required by Governmental Requirements), and such obtained Permits shall be in proper form, in full force and effecteffect and not subject to any appeal or other unsatisfied contest that may allow modification or revocation thereof, and all applicable waiting periods (D) the Lessor shall have expired without any action being taken received evidence of perfection under local law of its ownership of the Equipment subject to a Lease intended as security and of filing of protective financing statements under applicable local law, properly executed by any governmental authority which has restrainedthe Lessee, prevented or otherwise imposed materially adverse conditions on evidencing a first priority, perfected interest in the AcquisitionEquipment in favor of the Lessor as security for payment by the Lessee of all amounts, and the Administrative Agent performance of all obligations, of the Lessee under the Lease, and (E) the Lessor shall have received copies, certified a Lease Supplement in substantially the form of Exhibit B attached hereto and by the Secretary or an Assistant Secretary of the Borrower, of all filings reference made with any governmental authority in connection with the Acquisition which the Agent shall have requested; (c) the fact that all fees and expenses payable on or before the Acquisition Date by the Borrower for the account of the Banks and their affiliates in connection with this Agreement shall have been paid in full on or before such date in the amounts previously agreed upon in writing; (d) receipt by the Administrative Agent of a certificate of the chief executive officer or the chief financial officer of the Borrower that the Second Offer has been consummated in accordance with the Second Offer to Purchase, without, unless consented to in writing by the Required Banks, waiver of any of the conditions thereof other than the financing condition; (e) the fact that the Administrative Agent shall not have received notice part hereof from the Required Banks that, in their reasonable determination, any of the conditions of the Second Offer has not been fulfilled other than the financing condition; (f) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, (ii)Lessee with respect to such Equipment.

Acquisition Date. In the case The proceeds of the Borrowing Loans made on the Effective Date shall not become available to finance the IP Cleaning Acquisition until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Acquisition Date”; provided that the Acquisition Date shall occur no later than five (5) Business Days after the Effective Date): (a) The Effective Date shall have occurred. (b) None of the actions described in clauses (h), (i) or (j) of Article VII of the Existing Credit Agreement shall have occurred and the Specified Acquisition Agreement Representations and Specified Representations shall be true and correct in all material respects (and in all respects if qualified by material adverse effect or other materiality qualifier), in each case at the time of, and after giving effect to, the consummation of the Acquisition on the Acquisition Date:. (ac) receipt by the Administrative Agent of counterparts of the Subsidiary Guarantee Agreement, duly executed by the Borrower and by each Subsidiary of the Borrower which is a Significant Subsidiary as of The IP Cleaning Acquisition shall be consummated on the Acquisition Date andpursuant to and on the terms set forth in the IP Cleaning Acquisition Agreement, solely if a Release Event shall not have occurred prior and all conditions precedent therein to the Acquisition Date, duly executed counterparts consummation of each Pledge Agreement together with certificates for the Pledged Stock (as defined in each Pledge Agreement) and the Pledged Certificates (as defined in each Pledge Agreement); (b) the fact that all material governmental and third party approvals (including approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and other consents, but excluding STB approval) necessary in connection with the IP Cleaning Acquisition shall have been obtained and satisfied or waived in accordance with the terms thereof; provided that no amendment, modification, consent or waiver of any term thereof or any condition to the Company’s (or any of its affiliates’) obligation to consummate the IP Cleaning Acquisition thereunder (other than any such amendment, modification, consent or waiver that is reasonably determined by the Lead Arrangers not to be in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any governmental authority which has restrained, prevented or otherwise imposed materially adverse conditions on to the AcquisitionLead Arrangers or any of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Lead Arrangers, not to be unreasonably withheld, conditioned or delayed (it being understood that, without limiting any other changes that may be reasonably determined by the Lead Arrangers or the Lenders to be materially adverse to the interest of the Lead Arrangers or the Lenders, (i) any change in the consideration payable or the price set forth in the IP Cleaning Acquisition Agreement (excluding (x) an increase to the purchase price so long as such increase is funded solely with a public issuance of common equity of the Company and (y) a decrease to the purchase price of 10% or less so long as the amount of such reduction is allocated first to reduce the Term A-2 Loan Commitments and then to reduce the Term A-1 Loan Commitments (or, if the Term Loans have been made pursuant to Section 2.10, to prepay the Term Loans in accordance with Section 2.11(e) and (f)), (ii) any material change to the structure of the IP Cleaning Acquisition and (iii) any change in the lender protective provisions set forth in the IP Cleaning Acquisition Agreement, in each case, will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Lead Arrangers). (d) The Administrative Agent shall have received copiesa certificate in the form of Exhibit M, certified by the Secretary or an Assistant Secretary of the Borrower, of all filings made with any governmental authority in connection with the Acquisition which the Agent shall have requested; (c) the fact that all fees and expenses payable on or before dated the Acquisition Date and signed by the Borrower for the account of the Banks and their affiliates in connection with this Agreement shall have been paid in full on or before such date in the amounts previously agreed upon in writing; (d) receipt by the Administrative Agent of a certificate of the chief executive officer or the chief financial officer of the Borrower Company, certifying that the Second Offer has been consummated in accordance with the Second Offer to Purchase, without, unless consented to in writing by the Required Banks, waiver of any Company and its Subsidiaries are Solvent as provided therein as of the conditions thereof other than Acquisition Date immediately after the financing condition;consummation of the Transactions being effected on or before the Acquisition Date. (e) the fact that the Administrative Agent shall not have received notice from the Required Banks thatAvailability, in their reasonable determination, any as of the conditions of Acquisition Date (after giving effect to the Second Offer has Transactions), shall be not been fulfilled other less than the financing condition; (f) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, (ii)$150,000,000.

Acquisition Date. In the case The date of the Borrowing closing of the Lessee's purchase of the Premises (the "ACQUISITION DATE") shall be (i) on the Acquisition Expiration Date pursuant to SECTION 33 hereof or (ii) if Lessee shall deliver (or shall be deemed to have delivered) an Offer to Purchase pursuant (x) to SECTION 10 hereof, on the date provided in SECTION 10.3 hereof (i.e., the Termination Date: ) or (ay) receipt by to SECTION 31 hereof, on the Administrative Agent next Payment Date occurring at least five (5) days after Lessee's delivery of counterparts of the Subsidiary Guarantee Agreement, duly executed by the Borrower and by each Subsidiary of the Borrower which is a Significant Subsidiary as of the Acquisition Date and, solely if a Release Event shall not have occurred prior such Offer to Purchase. On the Acquisition Date, duly executed counterparts of each Pledge Agreement Lessee shall pay to Lessor an amount equal to the Termination Value for the Premises, together with certificates for the Pledged Stock (as defined in each Pledge Agreement) all Basic Rent, any Additional Rent, Breakage Costs, Closing Costs, transfer and the Pledged Certificates (as defined in each Pledge Agreement); (b) the fact that all material governmental and third party approvals (including approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 recordation taxes and other consents, but excluding STB approval) necessary in connection with sums then due and payable hereunder relating to the Premises up to and including the Acquisition Date, and, upon receipt of such payment, Lessor shall have been obtained and convey, or cause to be in full force and effectconveyed, and all applicable waiting periods shall have expired without any action being taken by any governmental authority which has restrainedthe Premises (or, prevented or otherwise imposed materially adverse conditions on the Acquisition, and the Administrative Agent shall have received copies, certified by the Secretary or an Assistant Secretary of the Borrower, of all filings made with any governmental authority in connection with the Acquisition which the Agent shall have requested; (c) the fact that all fees and expenses payable on or before the Acquisition Date by the Borrower for the account of the Banks and their affiliates in connection with this Agreement shall have been paid in full on or before such date in the amounts previously agreed upon in writing; case of Casualty, the remaining portion thereof or assign the rights to any unpaid Casualty Proceeds) to Lessee or its designee by an appropriate recordable deed, containing no representation or warranty (dexpressed or implied) receipt by the Administrative Agent of a certificate of the chief executive officer or the chief financial officer of the Borrower except (1) that the Second Offer has been consummated in accordance with the Second Offer to Purchase, without, unless Premises are free and clear of any Lessor Liens (except as consented to in writing or created or caused by the Required Banks, waiver Lessee and except as to any interest created by Lessor upon the exercise of any right hereunder upon any Lease Event of Default or upon the conditions thereof other than the financing condition; delivery of a Termination Notice) and (e2) the fact that the Administrative Agent Lessor shall not have received notice from the Required Banks that, in their reasonable determination, any of the conditions of the Second Offer has not been fulfilled other than the financing condition; (f) receipt by the Administrative Agent of opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Borrower, (ii)provide customary representations with respect to its valid existence and authority to execute and deliver such deed.