Certain Funds Provisions. Notwithstanding anything to the contrary herein or in any Loan Document, during the Availability Period, and notwithstanding (i) that any representation or warranty made on the Effective Date or the Closing Date (excluding for the avoidance of doubt, the Specified Representations and/or Combination Transaction Representations made on the Closing Date) was incorrect, (ii) any failure by Discovery, the Borrower or any of their respective Subsidiaries to comply with the affirmative covenants, negative covenants, financial covenants or any other obligation under this Agreement, related notes (including the Notes), related fee letters or any other Loan Document, (iii) any provision to the contrary in this Agreement or in any Loan Document or otherwise or (iv) that any condition to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments (except as set forth in Section 2.06(c)), (2) rescind, terminate or cancel this Agreement or any Loan Document or exercise any right or remedy or make or enforce any claim under this Agreement, related notes (including the Notes), related fee letters or any Loan Document or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loans hereunder, (3) refuse to participate in making its Loan hereunder or (4) exercise any right of set-off or counterclaim in respect of its Loan hereunder to the extent to do so would prevent, limit or delay the making of its Loan; provided in each case that the applicable conditions to the making of such loans precedent set forth in Section 4.02 have been satisfied or waived on or prior to the Closing Date; provided, further, that with respect to items (1) through (4) above, the foregoing shall not apply if an Event of Default pursuant to Section 8.01(f) or (g) with respect to the Borrower has occurred and is continuing under this Agreement. For the avoidance of doubt, immediately after the expiration of the Availability Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.
Certain Funds Provisions. During the period from and including the Effective Date to and including the earlier of (x) 11:59:59 p.m. on the Termination Date and (y) the funding of the Loans on the Closing Date (the “Certain Funds Period”), and notwithstanding (i) that any representation made on the Effective Date (excluding the Specified Credit Agreement Representations) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenants, (iii) any provision to the contrary in this Agreement or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments, (2) rescind, terminate or cancel this Agreement or exercise any right or remedy or make or enforce any claim under this Agreement, related notes, related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loans, (3) refuse to participate in making its Loan on the Closing Date; provided that the conditions precedent in Section 4.02 have been satisfied or waived, or (4) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition precedent in Section 4.02 is not satisfied or waived on the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.
Certain Funds Provisions. (a) The commitments of the Initial Lenders hereunder to fund the Bridge Facility (in each case, for the avoidance of doubt, other than with respect to the Interim Facility, which shall be made available on the terms of and subject only to the satisfaction of the conditions to be satisfied in the Interim Facility Agreement) and the agreements of the Arrangers to perform the services described herein, in each case, are subject solely to the satisfaction (or waiver) of, solely in the case of the Bridge Facility, the conditions set forth in the paragraph entitled “Conditions Precedent to Bridge Facility Drawdown” in Exhibit A hereto, and, upon satisfaction (or waiver by each Arranger) of such conditions, the initial funding of the Bridge Facility shall occur. There are no conditions (implied or otherwise) to the commitments hereunder, and there will be no conditions (implied or otherwise) under the definitive documentation for the Bridge Facility (the “Bridge Facility Documentation”) to the funding of the Bridge Facility during the Certain Funds Period, including compliance with the terms (but not the conditions) of this Commitment Letter, the Fee Letter and the Bridge Facility Documentation, other than those that are expressly referred to in this paragraph (a).
(b) The terms of the Bridge Facility Documentation shall be in a form such that they do not impair the availability of the Bridge Facility during the Certain Funds Period if the conditions set forth in paragraph (a) above are satisfied.
(c) Without limiting the conditions precedent provided herein to funding the consummation of the acquisition of the Target (the “Acquisition”) with the proceeds of the Bridge Facility, the Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures to the funding of the Bridge Facility or the Interim Facility (as applicable) in a manner consistent with the Acquisition Documents.
(d) Each of the Arrangers acknowledges and agrees that it has executed and delivered to you (or otherwise become party to) the Interim Facility Agreement in the form set forth on Exhibit B hereto, providing to you and your affiliates the facility described therein (the “Interim Facility”, and together with the Bridge Facility, the “Facilities”) and, once duly executed and delivered by the Borrower, the Interim Facility Agreement shall constitute legal, valid and binding obligations of the Arrangers. BMO will act as the facility agent and security agent in ...
Certain Funds Provisions. During the period from and including the Effective Date to and including the termination of all Commitments (the “Certain Funds Period”), and notwithstanding (i) that any representation made on the Effective Date was incorrect, (ii) any failure by the Company to comply with any covenant in Article V, (iii) any provision to the contrary in this Agreement or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments, (2) rescind, terminate or cancel this Agreement or exercise any right or remedy or make or enforce any claim under this Agreement, the Notes, any related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its Loan; provided that the conditions set forth in SECTION 4.2. have been satisfied or waived, or (4) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan. For the avoidance of doubt, (A) the rights and remedies of the Banks and the Administrative Agent shall not be limited in the event that any condition set forth in SECTION 4.2. is not satisfied or waived on the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights, remedies and entitlements were not available prior to such time as a result of the foregoing.
Certain Funds Provisions. Notwithstanding anything to the contrary herein or in any Loan Document, during the Closing Date Availability Period, solely with respect to the Limited Conditionality Portion and, notwithstanding (i) that any representation or warranty made on the Effective Date or the Closing Date (excluding for the avoidance of doubt, the Specified Representations and/or Combination Transaction Representations made on the Closing Date) was incorrect, (ii) any failure by 134
