Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently with the initial funding of the Facilities, and no provision of the Closing Date Acquisition Agreement shall have been amended or waived, and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (i) any amendment to the definition of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendment, (ii) any of the following decreases in the Final Aggregate Purchase Price (as defined in the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement as of the Closing Date Acquisition Signing Date, and (y) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on hand.
Closing Date Acquisition. The Closing Date Acquisition shall have been consummated or, substantially simultaneously with the initial Credit Extension, shall be consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement.
Closing Date Acquisition. All conditions to the consummation and effectiveness of the Closing Date Acquisition (other than the payment of the purchase price) shall have been met. Furthermore, the Administrative Agent shall have received (i) payoff letters, if any, in form and substance reasonably satisfactory to the Administrative Agent covering all Debt secured by liens that encumber any of the Properties being purchased by the Borrower under the Closing Date Acquisition and (ii) UCC financing statement terminations, deed of trust and mortgage lien releases and other evidence reasonably required by the Administrative Agent indicating that all liens encumbering the Acquisition Assets to be acquired by the Borrower and its Subsidiaries have been terminated or released.
Closing Date Acquisition. The Closing Date Acquisition shall be consummated concurrently with the closing of the Credit Facilities. The Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived without the prior written consent of the Lenders to the extent any such alteration, amendment, or other change would be materially adverse to the Lenders.
Closing Date Acquisition. The Closing Date Acquisition shall have been consummated in accordance with the Closing Date Acquisition Agreement substantially concurrently with the initial funding of the First Lien Term Facility without any amendments, waivers or consents that are materially adverse to the interests of the Lenders or the Lead Arranger in their respective capacities as such without the consent of the Lead Arranger other than amendments, waivers or consents permitted by the Closing Date Commitment Letter.
Closing Date Acquisition. The Loan Parties shall have consummated (or contemporaneously with the initial extensions of Loans shall consummate) the Closing Date Acquisition in accordance with the terms of the Closing Date Acquisition Documents and Lender shall have received, in form and substance satisfactory to Lender, (i) copies of the fully executed Closing Date Acquisition Documents, certified by a Responsible Officer of Borrower as true, correct and complete and (ii) evidence that the closing Date Acquisition has occurred prior to, or contemporaneously with, the closing hereunder.
Closing Date Acquisition. Agent shall have received (i) final executed copies of the Closing Date Acquisition Agreement and all related material agreements, documents and instruments as in effect on the Closing Date, all of which shall be in form and substance satisfactory to Agent, and (ii) evidence reasonably satisfactory to Agent that the Closing Date Acquisition shall have been consummated substantially simultaneously with the making of the Advances contemplated to be made on the Closing Date and, in all material respects, in accordance with the terms of the Closing Date Acquisition Agreement and Applicable Law;
Closing Date Acquisition. (i) The Purchase Agreement shall have become, or concurrently with the initial funding of the Loans on the Closing Date shall become, effective; (ii) all conditions precedent to the Closing Date Acquisition shall have been, or substantially concurrently with the consummation of the Closing Date Acquisition will be, met (or waived with the consent of the Initial Lenders (except as otherwise permitted below)), and (iii) the Closing Date Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Initial Lenders without the consent of the Initial Lenders);
Closing Date Acquisition. (i) Receipt by the Administrative Agent of reasonably satisfactory evidence that the Closing Date Acquisition shall have been consummated in material compliance with the terms and provisions of the Closing Date Acquisition Purchase Agreement.
(ii) The Closing Date Acquisition Purchase Agreement shall be in form and substance reasonably acceptable to the Joint Lead Arrangers.
(iii) Receipt by the Administrative Agent of a copy, certified by a Responsible Officer of the Borrower as true and complete in all material respects, of the Closing Date Purchase Agreement, including all schedules and exhibits thereto, which Closing Date Acquisition Purchase Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived in any manner that is materially adverse to the Lenders without the consent of the Joint Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed for purposes of this Section 5.01(i) that any increase to the purchase price shall be deemed to be materially adverse to the Lenders; provided, however, that any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is funded by proceeds from Revolving Loans, Term Loans, equity issuances or the Borrower’s cash on hand).
Closing Date Acquisition. As of the Closing Date, Fuse has delivered to the Lender a complete and correct copy of the Closing Date Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith). No Borrower is in default in the performance or compliance with any provisions thereof. The Closing Date Acquisition Agreement complies in all material respects with, and the Specified Acquisition has been consummated in all material respects in accordance with, all applicable law. The Closing Date Acquisition Agreement is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. All material requisite approvals by governmental authorities having jurisdiction over the Seller (as defined in the Closing Date Acquisition Agreement), any Obligor or the other Persons referenced therein with respect to the transactions contemplated by the Closing Date Acquisition Agreement have been obtained or will be obtained prior to the Closing Date, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Closing Date Acquisition Agreement or to the conduct by any Borrower of its business thereafter. Each of the representations and warranties given by each Borrower in the Closing Date Acquisition Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein).
