CHI. 1969260.5
CHI. Samstock and ZFT jointly and severally represent and warrant to the Company as follows:
CHI. CEPH, CEPM, the Company and CEP Equity will enter into various bills of sale, assignments, conveyances and related documents (collectively, the “Contribution Documents”) pursuant to which the following transactions will occur immediately prior to or on the Closing Date:
CHI. 64213081v14 (b) The Borrowers shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing in U.S. Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurodollar Revolving Borrowing in Euros, not later than 11:00 a.m., London time, three (3) Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment, or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing of any Class shall be applied ratably to the Revolving Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. SECTION 2.12.
CHI. CHI is a private, nonprofit organization with an operating budget of 14.5 million and dedicated to furthering the independence, self-reliance and dignity of individuals with developmental disabilities. XXX serves on a daily and regular basis approximately 400 individuals whose diagnoses include: cerebral palsy, hearing impaired, blindness, physical disabilities, medically fragile, behaviorally challenged, intellectually challenged and multiple disabilities. CHI is licensed by the State of Maryland, Department of Health and Mental Hygiene, Education, Labor, Montgomery County Department of Human Services and accredited by Department of Rehabilitation Services. The major programs and services of CHI are as follow: Day Supports, Residential Services, Employment Services, Business Services and Personal Supports.
CHI. 1588902.5 Borrower, or against any security or collateral for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. All payments by each Guarantor under this Guaranty shall be made on the same basis, and subject to the same limitations, as payments by each Borrower are made under the Credit Agreement, including Sections 4.6 and 4.7 thereof.
CHI. 1588902.5 where the conduct of its business requires such qualification, except for failures to be so qualified, authorized or in good standing which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
CHI. 2117543.7 “This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of July 28, 2008, among Xxxx X. Xxxxxx Trust dated September 20, 1989, Akorn, Inc. (“Akorn”), Akorn (New Jersey), Inc., (“Akorn New Jersey” and together with Akorn, the “Companies”, and each a “Company”) and LaSalle Bank National Association (“Administrative Agent”), to the indebtedness (including interest) owed by the Companies pursuant to that certain Credit Agreement dated as of October 7, 2003 among the Companies, Administrative Agent and the lenders from time to time party thereto, as such Credit Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under that agreement as contemplated by the Subordination Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.”
CHI. 2118073.6 all other sums payable hereunder, shall become immediately due and payable without any action on the part of Payee.
