Common use of Certain Funds Provisions Clause in Contracts

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. 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 Acquisition Representations made on the Closing Date) was incorrect, (ii) any failure by DiscoveryHoldings, the Borrower Company or any of their respective its 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 (including the Fee Letter) 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)2.06), (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 (including the Fee Letter) 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(f8.01(a) or (gf) with respect to Holdings or the Borrower Company 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. Notwithstanding anything During the period from and including the Effective Date to and including the contrary herein or in any Loan Document, during earlier of (x) 11:59:59 p.m. on the Availability Termination Date and (y) the funding of the Loans on the Closing Date (the “Certain Funds Period”), and notwithstanding (i) that any representation herein or warranty in any other Loan Document made on the Effective Date or the Closing Date was incorrect (excluding for the avoidance of doubt, the other than any Specified Representations and/or Combination Transaction Representations made on the Closing Date) was incorrectRepresentations), (ii) any failure by Discovery, the Borrower or any of their respective its Subsidiaries to comply with the affirmative covenants, negative covenants, financial covenants terms of the Loan Documents or any other obligation under this Agreement, related notes (including the Notes), related fee letters existence of a Default or any other Loan DocumentEvent of Default, (iii) any provision to the contrary in this Agreement or in any Loan Document 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 (except as set forth in Section 2.06(c))Commitments, (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 Agreement or the Notes), related fee letters Notes or any Loan Document or otherwise that it may otherwise have to the extent to do so would prevent, limit or delay the making of its Loans hereunderon the Closing Date, (3) refuse to participate in making its Loan hereunder 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 hereunder to the extent to do so would prevent, limit or delay the making of its Loan; provided in each case that Loan on the applicable conditions Closing Date. Notwithstanding anything to the making contrary provided herein, (A) the rights, remedies and entitlements of such loans the Lenders and the Administrative Agent shall not be limited in the event that any condition precedent set forth in Section 4.02 have been is not satisfied or waived on or prior to the Closing Date; provided, further, that with respect to items Date and (1B) 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 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. Notwithstanding anything During the period from and including the Effective Date to and including 11:59:59 p.m. on the contrary herein or in any Loan Document, during Commitments Termination Date (the Availability “Certain Funds Period”), and notwithstanding (i) that any representation herein or warranty in any other Loan Document made on (1) the Effective Date or (2) the Closing Funding Date (excluding for excluding, in the avoidance case of doubtclause (2), the Specified Representations and/or Combination Transaction and Specified Merger Agreement Representations made on as a condition to the Closing Funding Date) was incorrect, (ii) any failure by Discovery, the Borrower or any of their respective its Subsidiaries to comply with the affirmative covenants, negative covenants, financial covenants terms of the Loan Documents or any other obligation under this Agreement, related notes (including the Notes), related fee letters existence of a Default or any other Loan DocumentEvent of Default, (iii) any provision to the contrary in this Agreement or in any Loan Document 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 (except as set forth in Section 2.06(c))Commitments, (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 Agreement or the Notes), related fee letters Notes or any Loan Document or otherwise that it may otherwise have to the extent to do so would prevent, limit or delay the making of its Loans hereunderon the Funding Date, (3) refuse to participate in making its Loan hereunder on the Funding Date; provided that the Funding Conditions have been satisfied or waived, 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 Loan on the applicable conditions Funding Date. Notwithstanding anything to the contrary provided herein, (A) the rights and entitlements of the Lenders and the Administrative Agent to refuse to participate in making of such loans precedent set forth a Loan on the Funding Date shall not be limited in Section 4.02 have been the event that any Funding Condition is not satisfied (or waived in accordance with Section 10.01) on or prior to the Closing Date; provided, further, that with respect to items Funding Date and (1B) 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 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. 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 Acquisition Representations made on the Closing Date) was incorrect, (iii) any failure by Discoverythe Facility Guarantor, the Borrower Company or any of their respective its 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 (including the Fee Letter) or any other Loan Document, (iiii) any provision to the contrary in this Agreement or in any Loan Document or otherwise or (ivi) 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 (including the Fee Letter) 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 Facility Guarantor or the Company 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. Notwithstanding anything During the period from and including the Effective Date to and including the contrary herein or in any Loan Document, during earlier of (x) 11:59:59 p.m. on the Availability Termination Date and (y) the funding of the Loans on the Closing Date (the “Certain Funds 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 Credit Agreement Representations made on the Closing DateDate to the extent constituting a condition precedent to the occurrence thereof) was incorrect, (ii) any failure by Discovery, the Borrower or any of their respective Subsidiaries to comply with the affirmative covenants, negative covenants and financial 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 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 (except as set forth in Section 2.06(c))Commitments, (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)notes, related fee letters or any Loan Document letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loans hereunderLoans, (3) refuse to participate in making its Loan hereunder 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 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 . Notwithstanding anything to the making contrary provided herein, (A) the rights and remedies of such loans the Lenders and the Administrative Agent shall not be limited in the event that any condition precedent set forth in Section 4.02 is not satisfied or waived on the Closing Date (other than, if such conditions 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 conditions precedent set forth in Section 8.01(f4.01) or and (gB) 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 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. Notwithstanding anything During the period from and including the Effective Date to and including 11:59:59 p.m. on the contrary herein or in any Loan Document, during Termination Date (the Availability “Certain Funds Period”), and notwithstanding (i) that any representation herein or warranty in any other Loan Document made on (1) the Effective Date, (2) any prior Funding Date or (3) the Closing applicable Funding Date (excluding for excluding, in the avoidance case of doubtthis clause (3), the Specified Representations and/or Combination Transaction Representations and (in the case that such Funding Date is the Acquisition Funding Date) Specified Acquisition Agreement Representations, made on the Closing as a condition to such Funding Date) was incorrect, (ii) any failure by Discovery, the Borrower or any of their respective its Subsidiaries to comply with the affirmative covenants, negative covenants, financial covenants terms of the Loan Documents or any other obligation under this Agreement, related notes (including the Notes), related fee letters existence of a Default or any other Loan DocumentEvent of Default, (iii) any provision to the contrary in this Agreement or in any Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date or any prior Funding 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))Commitments, (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 Agreement or the Notes), related fee letters Notes or any Loan Document or otherwise that it may otherwise have to the extent to do so would prevent, limit or delay the making of its Loans hereunderon any Funding Date, (3) refuse to participate in making its Loan hereunder on any Funding Date; provided that the Acquisition Funding Conditions or Refinancing Funding Conditions, as applicable, have been satisfied or waived, 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 Loan on any Funding Date. Notwithstanding anything to the contrary provided herein, (A) the rights and entitlements of the Lenders and the Administrative Agent to refuse to participate in making a Loan on any Funding Date shall not be limited in the event that any Acquisition Funding Condition (in the case of such loans precedent set forth the Acquisition Funding Date) or any Refinancing Funding Condition (in Section 4.02 have been the case of any Refinancing Funding Date), as applicable, is not satisfied or waived (in accordance with Section 10.01) on or prior to the Closing Date; provided, further, that with respect to items such Funding Date and (1B) 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 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. Notwithstanding anything During the period from and including the Effective Date to and including the contrary herein or in any Loan Document, during termination of all Commitments (the Availability “Certain Funds Period”), and notwithstanding (i) that any representation or warranty made on the Effective Date or the Closing Date (excluding excluding, for the avoidance of doubt, the Specified Representations and/or Combination Transaction Express Scripts Acquisition Agreement Representations made on as a condition to the Closing Date) was incorrect, (ii) any failure by Discovery, the Borrower or any of their respective Subsidiaries Company to comply with the affirmative covenantsSection 7.01, negative covenants, financial covenants or any other obligation under this Agreement, related notes (including the Notes), related fee letters or any other Loan DocumentSection 7.02 and Section 7.03, (iii) any provision to the contrary in this Agreement or in any Loan Document 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 Bank shall be entitled to (1) cancel any of its Commitments (except as set forth in Section 2.06(c))Commitments, (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), any related fee letters or any Loan Document letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loans hereunderTerm Loan, (3) refuse to participate in making its Loan hereunder Term Loan; provided that the conditions set forth in Section 5.02 have been satisfied or waived, or (4) exercise any right of set-off or counterclaim in respect of its Term Loan hereunder to the extent to do so would prevent, limit or delay the making of its Term 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, (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 5.02 is not satisfied or waived on the Closing Date and (B) immediately after the expiration of the Availability Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders Banks shall be available notwithstanding that such rights 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, and 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 Discoverythe Facility Guarantor, the Borrower Company 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))Commitments, (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, in each case solely to the extent it would prevent or hinder the drawing by the Company of Loans in an amount not to exceed the Limited Conditionality Portion on the Closing Date; 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 Facility Guarantor has occurred and is continuing under this Agreement. For the avoidance of doubt, immediately after the expiration of the Availability PeriodClosing Date, 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.