Common use of Closing Date Acquisition Clause in Contracts

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 be consummated pursuant to the Closing Date Acquisition Agreementhas been, or substantially concurrently with the initial funding of the Facilitiesborrowing under this Loan Agreement, and no provision of shall be, consummated in accordance with the Closing Date Acquisition Agreement shall have been amended in all material respects, without waiver or waived, and no consent or direction shall have been given thereunder, amendment thereof by Spark that is adverse in any manner materially adverse material respect to the interests Lenders without the consent of the Lenders (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) (it being understood that (w) any increase in the purchase price shall not be deemed materially adverse to the interests of the Lenders so long as (i) any such increase is funded solely by the proceeds of new cash equity contributions (in the form of (1) common equity or (2) “qualified preferred” equity or other equity, in each case of this clause (2), which is reasonably acceptable to the Lenders, or (ii) any such increase results from the calculation of the purchase price payable on the Closing Date and any post-closing adjustments to the Closing Date purchase price, in each case, pursuant to the express provisions of the draft of the Closing Date Acquisition Agreement referred to above), (x) any amendment to the definition of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be is deemed to be materially adverse in a material respect 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 amendmentLenders, (iiy) any a reduction of the following decreases greater than 15% in the Final Aggregate Purchase Price (as defined in consideration payable under the Closing Date Acquisition Agreement as in effect (other than the calculation of the purchase price payable on the Closing Date Acquisition Signing Date) shall be deemed not to be materially adverse and any post-closing adjustments to the interests Closing Date purchase price, in each case, pursuant to the express provisions of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in draft of the Closing Date Acquisition Agreement as referred to above) is deemed to be adverse in a material respect to the Lenders and (z) any decrease in the consideration payable under the Closing Date Acquisition Agreement (other than the calculation of the purchase price payable on the Closing Date and any post-closing adjustments to the Closing Date purchase price, in each case, pursuant to the express provisions of the draft of the Closing Date Acquisition Signing Date, and (yAgreement referred to above) 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 applied to reduce the Commitments (on a dollar-for-dollar basis pro rata basis, or as otherwise determined 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 handLenders)).

Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially Substantially concurrently with the initial funding of the FacilitiesLoans, the Closing Date Acquisition shall have been consummated in accordance with the terms and no provision conditions of the Closing Date Acquisition Agreement shall have been amended or waivedDocuments without any waiver, and no amendment, supplement, consent or direction shall have been given thereunder, in any manner other modification that is materially adverse to the interests of the Lenders or the Lead Arrangers unless the Lead Arrangers shall have consented thereto; provided that (A) any decrease in their capacities as such) without the prior written consent purchase price shall not be deemed to be materially adverse to the interests of the Lenders or the Lead Arrangers (if such consent not decrease is less than 10.0% thereof or, to the extent such decrease is 10.0% or more of the purchase price, such excess shall be allocated to a pro rata reduction in the Equity Contribution, any amounts to be unreasonably withheldfunded hereunder in respect of the Term Loans and any amounts to be funded under the Second Lien Term Facility, delayed or conditioned) on a dollar-for-dollar basis and (it being understood that (iB) any amendment increase in the purchase price shall not be deemed to be materially adverse to the Lenders or the Lead Arrangers if such increase is funded solely by an increase in the Equity Contribution; provided further, (1) any change in 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 and the Lead Arrangers and (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, (ii2) any of the following decreases in the Final Aggregate Purchase Price purchase price adjustment (as defined in including any working capital adjustment) expressly contemplated by the Closing Date Acquisition Agreement (as originally in effect on the Closing Date Acquisition Signing Dateeffect) shall not 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 considered an amendment, waiver, supplement, consent or similar adjustment provisions set forth in the Closing Date Acquisition Agreement as other modification 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 handAgreement.

Closing Date Acquisition. (a) The Closing Date Acquisition shall be has been consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently contemporaneously with the initial funding execution and delivery of this Agreement in accordance with the Facilities, and no provision terms of the Closing Date Acquisition Agreement Purchase Agreements, subject to such modifications, supplements and waivers as the Lender shall have been amended or approved. (b) No party to any Closing Date Purchase Documents has 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 withheldLender, delayed or conditioned) (it being understood that (i) any amendment condition precedent to the definition obligations of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed any such party to be materially adverse to the interests of the Lenders (in their capacities close 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 Purchase Documents. (c) The aggregate consideration payable under the Closing Date Purchase Documents is equal to $7,900,000. (d) True and complete copies of all of the Closing Date Acquisition Signing DatePurchase Documents have been delivered to the Lender, together with a true and complete copy of each document to be delivered at the closing of the Closing Date Acquisition. (ye) decreases of less than 15.0% Except as set forth in the aggregate; provided thatClosing Date Purchase Documents delivered to the Lender prior to the date hereof, there are no other agreements, oral or written, with respect to this clause which any Credit Party thereof has any obligation or liability with respect to the Closing Date Acquisition. (y)f) No Credit Party nor, to the aggregate amount knowledge of any Borrower, any other Person party to the Term B Facility shall be reduced on a dollar-for-dollar basis by Closing Date Purchase Documents is in default in the amount of such decreaseperformance or compliance with any provisions thereof. (g) The Closing Date Purchase Documents comply with, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed has been consummated in accordance with, all applicable laws, including, without limitation, all Healthcare Laws. (h) The Closing Date Purchase Documents are in full force and effect as of the date hereof and have not to be materially adverse been terminated, rescinded or withdrawn. (i) All material requisite approvals by governmental authorities having jurisdiction over the Closing Date Sellers, the Credit Parties and other Persons referenced therein with respect to the interests transactions contemplated by the Closing Date Purchase Documents have been obtained, and no such approvals impose any conditions to the consummation 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 transactions contemplated by the Permitted Closing Date Use Purchase Documents or to the conduct by any Credit Party of Proceeds its business thereafter which have not been satisfied within the time periods specified therein. (j) To the knowledge of the Borrowers, none of the Closing Date Seller’s respective representations or cash on handwarranties in the Closing Date Purchase Documents contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein made, in the context in which made, not misleading.

Closing Date Acquisition. (i) The Closing Date Acquisition shall be have been consummated pursuant to simultaneously or substantially concurrently with the funding of the Credit Extensions made on the Closing Date on the terms and conditions described in the Closing Date Acquisition Agreement, substantially concurrently with the initial funding of the Facilitieswithout giving effect to any amendment, and no provision of the Closing Date Acquisition Agreement shall have been amended or waivedwaiver, and no consent or direction shall have been given thereunder, in any manner other modification thereof that is materially adverse to the interests of the Administrative Agent or the Lenders unless approved by the Administrative Agent (in their capacities as such) without the prior written consent of the Arrangers (such consent which approval shall not to be unreasonably withheld, delayed or conditioned) (). For purposes of the foregoing condition, it being is hereby understood and agreed that (i) any amendment to reduction in the definition purchase price in connection with the Closing Date Acquisition Agreement, other than a reduction in accordance with the terms of “Material Adverse Effect” in the Closing Date Acquisition Agreement (including without limitation, working capital adjustments), shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case Lenders, unless either such reduction of the Arrangers shall be deemed purchase price is less than 15% of the total purchase price or, if such reduction is equal to have consented to such amendment unless they shall object thereto within three Business Days or greater than 15% of receipt of written notice the total purchase price, 100% of such amendment, amount is applied to reduce the amount of the Term Facility and (ii) any change, waivers or consent with respect to the definition of “Material Adverse Effect” shall be deemed materially adverse to the interest of the following decreases in Lenders. (ii) Since the Final Aggregate Purchase Price date of the Closing Date Acquisition Agreement, there shall have been no Company Material Adverse Effect (as defined in the Closing Date Acquisition Agreement). (iii) All third party indebtedness for borrowed money of the Company, the Target and their respective Subsidiaries, including under each of the Existing Credit Agreement and Target’s existing credit agreement, as applicable, in effect each case, shall have been repaid or discharged or arrangements reasonably satisfactory to the Administrative Agent for such repayment or discharge shall have been made (other than (x) in respect of letters of credit that are either rolled into or back-stopped by letter(s) of credit issued hereunder or cash collateralized by the Borrower, (y) other indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Closing Date Acquisition Signing DateAgreement, and (z) other indebtedness permitted under Section 7.02) and all commitments thereunder and all guarantees and security interests granted in connection therewith, if any, shall be deemed not to be materially adverse terminated on or prior to the interests Closing Date. Upon satisfaction of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions condition set forth in the Closing Date Acquisition Agreement as of the Closing Date Acquisition Signing Date, and this clause (yh)(iii) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause the Existing Credit Agreement, Bank of America acknowledges and agrees that the Existing Credit Agreement shall automatically and without further action be terminated (yother than provisions and obligations thereunder which by their express terms survive termination of the Existing Credit Agreement), the aggregate amount all outstanding principal, interest and fees thereunder shall be paid in full and all commitments of the Term B Facility lenders thereunder shall be reduced on a dollar-for-dollar basis by the amount of such decrease, automatically 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 handwithout further action terminated.

Closing Date Acquisition. The Administrative Agent and the Arrangers shall have received a true and correct fully-executed copy of the Closing Date Acquisition Agreement (including all exhibits thereto and all schedules delivered in connection therewith). The Closing Date Acquisition shall have been consummated, or substantially simultaneously with the funding of the Loans on the Closing Date shall be consummated pursuant to consummated, in each case in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently after giving effect to any modifications, amendments, consents or waivers with the initial funding of the Facilitiesrespect thereto, and no provision of the Closing Date Acquisition Agreement shall have been amended other than those modifications, amendments, consents or waived, and no consent or direction shall have been given thereunder, in any manner waivers that are materially adverse to the interests of the Lenders (in their capacities as such) without Lenders, the prior written consent of Administrative Agent and the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood Arrangers; provided that (i) any amendment to the definition of “Material Adverse Effect” and any amendment to the “Xerox” provisions or the governing law provisions in the Closing Date Acquisition Agreement shall shall, in each case, be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case Lenders, the Administrative Agent and the Arrangers and shall require the consent of the Lenders, the Administrative Agent and the Arrangers (not to be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendmentunreasonably withheld or delayed), (ii) any reduction to the purchase price in respect 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 material and adverse to the interests of the Lenders Lenders, the Administrative Agent and the Arrangers unless such reduction is applied to reduce the Aggregate Commitments hereunder dollar for dollar in accordance with Section 2.06, (iii) any increase in their capacities as such): the purchase price in respect of the Closing Date Acquisition shall not be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Arrangers unless any portion of such increase is funded with Indebtedness, and (xiv) decreases any increase or decrease in the purchase price in respect of the Closing Date Acquisition pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement (as of in effect on July 24, 2022) shall not constitute a modification, amendment, consent or waiver to 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 handAgreement.

Closing Date Acquisition. (a) The Closing Date Acquisition shall be has been consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently contemporaneously with the initial funding execution and delivery of this Agreement in accordance with the Facilities, and no provision terms of the Closing Date Acquisition Agreement Purchase Documents, subject to such modifications, supplements and waivers as the Agent shall have been amended or approved in writing. (b) No party to any Closing Date Purchase Document has 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 withheldAgent, delayed or conditioned) (it being understood that (i) any amendment condition precedent to the definition obligations of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed any such party to be materially adverse to the interests of the Lenders (in their capacities close 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 Purchase Documents. (c) The aggregate consideration payable under the Closing Date Purchase Documents is equal to $130,000,000. (d) True and complete copies of all of the Closing Date Acquisition Signing DatePurchase Documents have been delivered to the Agent, together with a true and complete copy of each document to be delivered at the closing of the Closing Date Acquisition. (ye) decreases of less than 15.0% Except as set forth in the aggregate; provided thatClosing Date Purchase Documents delivered to the Agent prior to the date hereof, there are no other agreements, oral or written, with respect to this clause which any Credit Party thereof has any obligation or liability with respect to the Closing Date Acquisition. (y)f) No Credit Party nor, to the aggregate amount knowledge of any Borrower, any other Person party to the Term B Facility shall be reduced on a dollar-for-dollar basis by Closing Date Purchase Documents is in default in the amount of such decreaseperformance or compliance with any provisions thereof. (g) The Closing Date Purchase Documents comply with, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed has been consummated in accordance with, all applicable Laws, including, without limitation, all Healthcare Laws. (h) The Closing Date Purchase Documents are in full force and effect as of the date hereof and have not to be materially adverse been terminated, rescinded or withdrawn. (i) All material requisite approvals by governmental authorities having jurisdiction over the Closing Date Sellers, the Credit Parties and other Persons referenced therein with respect to the interests transactions contemplated by the Closing Date Purchase Documents have been obtained, and no such approvals impose any conditions to the consummation 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 transactions contemplated by the Permitted Closing Date Use Purchase Documents or to the conduct by any Credit Party of Proceeds its business thereafter which have not been satisfied within the time periods specified therein. (j) To the knowledge of the Borrowers, none of the Closing Date Seller’s respective representations or cash on handwarranties in the Closing Date Purchase Documents contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein made, in the context in which made, not misleading.

Closing Date Acquisition. (a) The Closing Date Acquisition shall be has been consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently contemporaneously with the initial funding execution and delivery of this Agreement in accordance with the Facilities, and no provision terms of the Closing Date Acquisition Agreement Purchase Documents, subject to such modifications, supplements and waivers as the Agent shall have been amended or approved in writing. (b) No party to any Closing Date Purchase Document has 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 withheldAgent, delayed or conditioned) (it being understood that (i) any amendment condition precedent to the definition obligations of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed any such party to be materially adverse to the interests of the Lenders (in their capacities close 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 Purchase Documents. (c) The aggregate consideration payable under the Closing Date Purchase Documents is equal to $130,000,000. (d) True and complete copies of all of the Closing Date Acquisition Signing DatePurchase Documents have been delivered to the Agent, together with a true and complete copy of each document to be delivered at the closing of the Closing Date Acquisition. (ye) decreases of less than 15.0% Except as set forth in the aggregate; provided thatClosing Date Purchase Documents delivered to the Agent prior to the date hereof, there are no other agreements, oral or written, with respect to this clause which any Credit Party thereof has any obligation or liability with respect to the Closing Date Acquisition. (y)f) No Credit Party nor, to the aggregate amount knowledge of any Borrower, any other Person party to the Term B Facility shall be reduced on a dollar-for-dollar basis by Closing Date Purchase Documents is in default in the amount of such decreaseperformance or compliance with any provisions thereof. (g) The Closing Date Purchase Documents comply with, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed has been consummated in accordance with, all applicable laws, including, without limitation, all Healthcare Laws. (h) The Closing Date Purchase Documents are in full force and effect as of the date hereof and have not to be materially adverse been terminated, rescinded or withdrawn. (i) All material requisite approvals by governmental authorities having jurisdiction over the Closing Date Sellers, the Credit Parties and other Persons referenced therein with respect to the interests transactions contemplated by the Closing Date Purchase Documents have been obtained, and no such approvals impose any conditions to the consummation 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 transactions contemplated by the Permitted Closing Date Use Purchase Documents or to the conduct by any Credit Party of Proceeds its business thereafter which have not been satisfied within the time periods specified therein. (j) To the knowledge of the Borrowers, none of the Closing Date Seller’s respective representations or cash on handwarranties in the Closing Date Purchase Documents contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein made, in the context in which made, not misleading.

Closing Date Acquisition. (a) The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreementexecution, substantially concurrently with the initial funding delivery and performance of the Facilities, and no provision each of the Closing Date Acquisition Agreement shall have Documents has been amended duly authorized by all necessary action on the part of the Loan Parties party thereto. Each Closing Date Acquisition Document is the legal, valid and binding obligation of the Loan Parties party thereto, enforceable against each such Loan Party in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or waivedother similar laws relating to or affecting generally the enforcement of creditors' rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. The Loan Parties are not in default in the performance or compliance with any provisions thereof. (b) All representations and warranties made by the Loan Parties, and no consent or direction shall have been given thereunderto the knowledge of Borrowers, any other Person, in any manner materially adverse to the interests Closing Date Acquisition Document is true and correct in all material respects as of the Lenders Closing Date (or as of any earlier date to which such representation and warranty specifically relates). (c) The Closing Date Acquisition has been consummated in their capacities as such) without all material respects, in accordance with the prior written consent terms 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 Documents (in the form supplied to the Administrative Agent) and all applicable laws. As of the Closing Date, all requisite approvals by Governmental Authorities having jurisdiction over the Loan Parties, with respect to the Closing Date Acquisition, have been obtained (including filings or approvals required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act), except for any approval the failure to obtain which could not reasonably be deemed expected 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 handLenders.

Closing Date Acquisition. (a) The Closing Date Acquisition shall be has been consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently contemporaneously with the initial funding execution and delivery of this Agreement in accordance with the Facilities, and no provision terms of the Closing Date Acquisition Agreement Purchase Documents, subject to such modifications, supplements and waivers as the Agent shall have been amended or approved in writing. (b) No party to any Closing Date Purchase Document has 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 withheldAgent, delayed or conditioned) (it being understood that (i) any amendment condition precedent to the definition obligations of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed any such party to be materially adverse to the interests of the Lenders (in their capacities close 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 Purchase Documents. (c) The aggregate consideration payable under the Closing Date Purchase Documents is equal to $130,000,000. (d) True and complete copies of all of the Closing Date Acquisition Signing DatePurchase Documents have been delivered to the Agent, together with a true and complete copy of each document to be delivered at the closing of the Closing Date Acquisition. (ye) decreases of less than 15.0% Except as set forth in the aggregate; provided thatClosing Date Purchase Documents delivered to the Agent prior to the date hereof, there are no other agreements, oral or written, with respect to this clause which any Credit Party thereof has any obligation or liability with respect to the Closing Date Acquisition. (y)f) No Property Owner nor, to the aggregate amount knowledge of Borrower, any other Person party to the Term B Facility shall be reduced on a dollar-for-dollar basis by Closing Date Purchase Documents is in default in the amount of such decreaseperformance or compliance with any provisions thereof. (g) The Closing Date Purchase Documents comply with, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed has been consummated in accordance with, all applicable Laws, including, without limitation, all Healthcare Laws. (h) The Closing Date Purchase Documents are in full force and effect as of the date hereof and have not to be materially adverse been terminated, rescinded or withdrawn. (i) All material requisite approvals by governmental authorities having jurisdiction over the Closing Date Sellers, the Credit Parties and other Persons referenced therein with respect to the interests transactions contemplated by the Closing Date Purchase Documents have been obtained, and no such approvals impose any conditions to the consummation 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 transactions contemplated by the Permitted Closing Date Use Purchase Documents or to the conduct by any Credit Party of Proceeds its business thereafter which have not been satisfied within the time periods specified therein. (j) To the knowledge of the Borrower, none of the Closing Date Seller’s respective representations or cash on handwarranties in the Closing Date Purchase Documents contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein made, in the context in which made, not misleading.

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 not have been altered, amended or waived, and no consent otherwise changed or direction shall have been given thereunder, supplemented or any provision waived or consented to in any a manner that is materially adverse to the interests of Lenders or the Lenders Arrangers (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (Arrangers; it being understood and agreed that (i) any amendment to the definition of “Material Adverse Effect” decrease in the Closing Date Acquisition Agreement purchase price of less than 10% shall be deemed to not be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case or the Arrangers shall be deemed so long as such decrease is allocated to have consented to such amendment unless they shall object thereto within three Business Days reduce the principal amount of receipt of written notice of such amendmentthe Facilities on a dollar-for-dollar basis, (ii) any of the following decreases increase in the Final Aggregate Purchase Price (as defined in the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) purchase price of less than 10% 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 DateArrangers, 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 purchase price of 10% or more (but in no event more than 20%) shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) or the Arrangers so long as such increase is funded with by the issuance of common stock in the Borrower or other equity proceeds securities of the Borrower (provided the terms of such other equity securities are reasonably satisfactory to the Arrangers), (iv) any decrease in the purchase price of 10% or proceeds more shall be materially adverse to the interests of preferred equity that does not constitute Disqualified Capital Stock the Lenders or the Permitted Arrangers regardless of how such decrease is applied, and (v) any amendment, modification, waiver or consent that results in a change to the definition of the term “Company Material Adverse Effect” (as defined in the Closing Date Use Acquisition Agreement) shall be materially adverse to the interests of Proceeds the Lenders or cash Arrangers. The Closing Date Acquisition shall have been, or concurrently with the funding of the Loans on handthe Closing Date shall be, consummated in accordance with the terms of the Closing Date Acquisition Agreement, as such terms may be altered, amended or otherwise changed, supplemented, waived or consented to in accordance with the immediately preceding sentence.

Closing Date Acquisition. The Closing Date Acquisition Agreement shall be in full force and effect. The Closing Date Acquisition shall have been consummated, or substantially concurrently with the funding of the Term A Loans on the Closing Date shall be consummated pursuant to consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently with without giving effect to any modifications or amendments thereto (which, for the initial funding avoidance of the Facilitiesdoubt, and no provision of shall include any Schedule Supplement (as defined in the Closing Date Acquisition Agreement shall have been amended (as in effect on January 11, 2021))) or waived, consents or waivers thereto or thereunder by the Borrower or any of its Affiliates that are material and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their respective capacities as such) or the Arrangers (in their respective capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (); provided, that, it being is understood that and agreed that: (i) any amendment to reduction of the definition of “Material Adverse Effect” purchase price in connection with the Closing Date Acquisition Agreement shall not be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case and the Arrangers if such reduction of the purchase price shall be deemed allocated to have consented to such amendment unless they shall object thereto within three Business Days a reduction in the amount of receipt of written notice of such amendment, the Term A Facility; (ii) any increase of the following decreases purchase price in the Final Aggregate Purchase Price (as defined in connection with the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall not be deemed not to be materially material and adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any and the Arrangers if such increase of the purchase price or similar adjustment provisions set forth in is (A) funded with cash on the Closing Date Acquisition Agreement as balance sheet of the Borrower and/or is satisfied by increasing the amount of the Closing Date Acquisition Signing DateEquity Contribution, and (yB) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the an aggregate amount not in excess of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, $100,000,000; and (iii) any increase in change to the consideration for the Closing Date Acquisition definition of “Company Material Adverse Effect” shall be deemed not to be materially material and adverse to the interests of Lenders and 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 handArrangers.

Closing Date Acquisition. (a) The Closing Date Acquisition shall be has been consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently contemporaneously with the initial funding execution and delivery of this Agreement in accordance with the Facilities, and no provision terms of the Closing Date Acquisition Agreement Purchase Documents, subject to such modifications, supplements and waivers as the Lender shall have been amended or approved in writing. (b) No party to any Closing Date Purchase Document has 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 withheldLender, delayed or conditioned) (it being understood that (i) any amendment condition precedent to the definition obligations of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed any such party to be materially adverse to the interests of the Lenders (in their capacities close 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 Purchase Documents. (c) The aggregate consideration payable under the Closing Date Purchase Documents is equal to $20,055,000. (d) True and complete copies of all of the Closing Date Acquisition Signing DatePurchase Documents have been delivered to the Lender, together with a true and complete copy of each document to be delivered at the closing of the Closing Date Acquisition. (ye) decreases of less than 15.0% Except as set forth in the aggregate; provided thatClosing Date Purchase Documents delivered to the Lender prior to the date hereof, there are no other agreements, oral or written, with respect to this clause which any Credit Party thereof has any obligation or liability with respect to the Closing Date Acquisition. (y)f) No Credit Party nor, to the aggregate amount knowledge of any Borrower, any other Person party to the Term B Facility shall be reduced on a dollar-for-dollar basis by Closing Date Purchase Documents is in default in the amount of such decreaseperformance or compliance with any provisions thereof. (g) The Closing Date Purchase Documents comply with, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed has been consummated in accordance with, all applicable laws, including, without limitation, all Healthcare Laws. (h) The Closing Date Purchase Documents are in full force and effect as of the date hereof and have not to be materially adverse been terminated, rescinded or withdrawn. (i) All material requisite approvals by governmental authorities having jurisdiction over the Closing Date Sellers, the Credit Parties and other Persons referenced therein with respect to the interests transactions contemplated by the Closing Date Purchase Documents have been obtained, and no such approvals impose any conditions to the consummation 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 transactions contemplated by the Permitted Closing Date Use Purchase Documents or to the conduct by any Credit Party of Proceeds its business thereafter which have not been satisfied within the time periods specified therein. (j) To the knowledge of the Borrowers, none of the Closing Date Seller’s respective representations or cash on handwarranties in the Closing Date Purchase Documents contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein made, in the context in which made, not misleading.

Closing Date Acquisition. The Closing Date Acquisition Agreement shall be in full force and effect. The Closing Date Acquisition shall have been consummated, or substantially concurrently with the funding of the Term A Loans on the Closing Date shall be consummated pursuant to consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently with without giving effect to any modifications or amendments thereto (which, for the initial funding avoidance of the Facilitiesdoubt, and no provision of shall include any Schedule Supplement (as defined in the Closing Date Acquisition Agreement shall have been amended (as in effect on January 11, 2021))) or waived, consents or waivers thereto or thereunder by the Borrower or any of its Affiliates that are material and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their respective capacities as such) or the Arrangers (in their respective capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (); provided, ​ ​ that, it being is understood that and agreed that: (i) any amendment to reduction of the definition of “Material Adverse Effect” purchase price in connection with the Closing Date Acquisition Agreement shall not be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case and the Arrangers if such reduction of the purchase price shall be deemed allocated to have consented to such amendment unless they shall object thereto within three Business Days a reduction in the amount of receipt of written notice of such amendment, the Term A Facility; (ii) any increase of the following decreases purchase price in the Final Aggregate Purchase Price (as defined in connection with the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall not be deemed not to be materially material and adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any and the Arrangers if such increase of the purchase price or similar adjustment provisions set forth in is (A) funded with cash on the Closing Date Acquisition Agreement as balance sheet of the Borrower and/or is satisfied by increasing the amount of the Closing Date Acquisition Signing DateEquity Contribution, and (yB) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the an aggregate amount not in excess of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, $100,000,000; and (iii) any increase in change to the consideration for the Closing Date Acquisition definition of “Company Material Adverse Effect” shall be deemed not to be materially material and adverse to the interests of Lenders and 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 handArrangers.

Closing Date Acquisition. The All conditions precedent to the Closing Date Acquisition, other than the funding of the Loans, shall have been satisfied, and the Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially (or shall be consummated concurrently with the initial funding of the Facilities, and no provision Loans on the Closing Date) in accordance in all material respects with the terms of the Closing Date Acquisition Agreement shall have been amended or waivedBCA, and no consent or direction shall have been given thereunder, in any manner except for waivers of conditions that are not materially adverse to the interests of Administrative Agent or the Lenders (in their capacities as such) Lenders, without the prior written consent of the Arrangers Administrative Agent and Truist Securities (such consent not to be unreasonably withheld, delayed or conditioned) (); provided that it being understood that (i) any amendment modifications to any of the provisions relating to the Administrative Agent’s, Truist Securities’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the BCA, (ii) any changes to the definition of “Material Adverse Effect” Effect (as defined in the Closing Date Acquisition Agreement BCA), or (iii) any action taken by the Acquiror at the request of the Borrower that would constitute an exception to Material Adverse Effect (as defined in the BCA), in each case, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case and will require the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of prior written notice of such amendment, (ii) any consent of the following decreases Administrative Agent and Truist Securities; provided, further, that any increase or decrease in the Final Aggregate Purchase Price amount or value of the Closing Company Units (as defined in the Closing Date Acquisition Agreement BCA) held by the Selling Member (as in effect on defined and pursuant to the Closing Date Acquisition Signing DateBCA) shall not 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 Administrative Agent or similar adjustment provisions set forth in Lenders. The Administrative Agent and Truist Securities shall have received certified copies of the BCA and all other material Closing Date Acquisition Agreement as of the Closing Date Acquisition Signing DateDocuments, each in form 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 substance satisfactory 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 handAdministrative Agent and Truist Securities.

Closing Date Acquisition. The Closing Date Acquisition Loan Parties and their Subsidiaries shall be consummated pursuant to have completed (or concurrently with the initial credit extension hereunder will complete) the Closing Date Acquisition Agreement, substantially concurrently in accordance with the initial funding of the Facilities, and no provision terms of the Closing Date Acquisition Agreement shall have been amended Documents, without any amendment thereto or waived, and no consent or direction shall have been given waiver thereunder, in each case in any manner materially adverse in any material respect to the interest of the Agent, Lenders and the Lead Arrangers in their respective capacities as such without the consent of Agent (provided, that, any (A) decrease in the purchase price in the Closing Date Acquisition Agreement of five (5%) percent or more of the total Closing Date Acquisition consideration paid shall be deemed to be adverse to the interests interest of the Agent, Lenders and the Lead Arrangers in a material respect, (B) any decrease in their capacities as suchthe purchase price in the Closing Date Acquisition Agreement of less than five (5%) without the prior written consent percent of the Arrangers (such consent total Closing Date Acquisition consideration paid shall be deemed not to be unreasonably withheldadverse to the interest of the Agent, delayed or conditionedLenders and the Lead Arrangers in a material respect so long as such decrease is allocated to reduce the maximum amount permitted to drawn hereunder and the amount of the Second Lien Notes on the Closing Date, (C) (it being understood that (i) any amendment change to the definition of “Company Material Adverse Effect” set forth in the Closing Date Acquisition Agreement or any similar definition shall be deemed to be adverse to the interest of the Agent, Lenders and the Lead Arrangers in a material respect and (D) any modifications to any of the provisions relating to the Agent’s, the Lead Arrangers’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests interest of the Agent, Lenders (and the Lead Arrangers in their capacities as sucha material respect); provided that in each case the Arrangers . Agent 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 received copies of the Closing Date Acquisition Signing Date, Documents (including a consent to the collateral assignment of rights and (y) decreases of less than 15.0% in indemnities under 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 appropriate Closing Date Acquisition shall be deemed not to be materially adverse to Documents in favor of Agent, for the interests benefit of the Lenders Lenders) certified by Administrative Borrower’s secretary or an assistant secretary (or similar officer) as being 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.true, accurate and complete;

Closing Date Acquisition. The Closing Date Acquisition Agreement shall be in full force and effect. The Closing Date Acquisition shall have been consummated, or substantially ​ ​ concurrently with the funding of the Term A Loans on the Closing Date shall be consummated pursuant to consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently with without giving effect to any modifications or amendments thereto (which, for the initial funding avoidance of the Facilitiesdoubt, and no provision of shall include any Schedule Supplement (as defined in the Closing Date Acquisition Agreement shall have been amended (as in effect on January 11, 2021))) or waived, consents or waivers thereto or thereunder by the Borrower or any of its Affiliates that are material and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their respective capacities as such) or the Arrangers (in their respective capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (); provided, that, it being is understood that and agreed that: (i) any amendment to reduction of the definition of “Material Adverse Effect” purchase price in connection with the Closing Date Acquisition Agreement shall not be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case and the Arrangers if such reduction of the purchase price shall be deemed allocated to have consented to such amendment unless they shall object thereto within three Business Days a reduction in the amount of receipt of written notice of such amendment, the Term A Facility; (ii) any increase of the following decreases purchase price in the Final Aggregate Purchase Price (as defined in connection with the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall not be deemed not to be materially material and adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any and the Arrangers if such increase of the purchase price or similar adjustment provisions set forth in is (A) funded with cash on the Closing Date Acquisition Agreement as balance sheet of the Borrower and/or is satisfied by increasing the amount of the Closing Date Acquisition Signing DateEquity Contribution, and (yB) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the an aggregate amount not in excess of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, $100,000,000; and (iii) any increase in change to the consideration for the Closing Date Acquisition definition of “Company Material Adverse Effect” shall be deemed not to be materially material and adverse to the interests of Lenders and 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 handArrangers.

Closing Date Acquisition. (a) (i) The Closing Date Acquisition shall has occurred in accordance with the Closing Date Acquisition Documents and all conditions precedent to the effectiveness thereof have been fulfilled, or validly waived (but not including conditions consisting of the effectiveness of this Agreement), and (ii) no motion, action or proceeding is pending or filed by any Person which could adversely affect the consummation of the Closing Date Acquisition, the business or operations of Borrowers or the transactions contemplated by this Agreement and the Other Documents. (b) The Closing Date Acquisition Documents and the transactions contemplated thereunder have been duly executed, delivered and performed in accordance with their terms by the respective parties thereto in all respects, including the fulfillment or valid waiver (but not including waivers of conditions consisting of the effectiveness of this Agreement, except as may be consummated pursuant disclosed to Agent and consented to in writing by Agent) of all conditions precedent set forth therein, and giving effect to the terms of the Closing Date Acquisition Documents and the assignments to be executed and delivered by the seller(s) of the Equity Interests of Acquisition Company thereunder, Parent acquired and has good and marketable title to the Equity Interests of Acquisition Company, free and clear of all claims, liens, pledges and encumbrances of any kind, except as permitted hereunder. (c) All actions and proceedings, required by the Closing Date Acquisition Agreement, substantially concurrently applicable law or regulation (including, but not limited to, compliance with the initial funding Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (d) No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation 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” transactions described in the Closing Date Acquisition Agreement shall be deemed Documents and no governmental or other action or proceeding has been threatened or commenced, seeking any injunction, restraining order or other order which seeks to be materially adverse to void or otherwise modify 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 transactions described 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 handDocuments.