Common use of Closing Date Material Adverse Effect Clause in Contracts

Closing Date Material Adverse Effect. Since the date of the Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. The documents referred to in this Section 4.01 shall be delivered to the Administrative Agent no later than the Closing Date. The certificates and opinions referred to in this Section 4.01 shall each be dated the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any Collateral or any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent that a lien on such Collateral may be perfected by the filing of a financing statement under the UCC or (ii) by the delivery of stock or other certificates of “Merger Sub”1 (as defined in the Acquisition Agreement)) after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the delivery of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability or effectiveness of the Facilities on the Closing Date but shall instead be required to be delivered or provided within ninety (90) days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the applicable Administrative Agent), and in the case of perfection of security interests in real property, within one hundred twenty (120) days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent), in each case, pursuant to the terms hereof and under the Loan Documents.

Closing Date Material Adverse Effect. Since No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since the date of the Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or Transaction Agreement that is continuing and that results in the aggregate, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. The documents referred to in this Section 4.01 shall be delivered failure of a condition precedent to the Administrative Agent no later than Parent’s obligation to consummate the Closing Date. The certificates and opinions referred Transaction pursuant to in this Section 4.01 shall each be dated the Closing Date. Without limiting the generality terms of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoTransaction Agreement. Notwithstanding the foregoing, to the extent any Lien search or Collateral or any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent a Lien on Collateral of any Credit Party that a lien on such Collateral may be perfected solely by the filing of a financing statement under the UCC or and (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or other certificates of “Merger Sub”1 (as defined equivalent certificate, together with a related stock or equivalent power executed in the Acquisition Agreement)blank) after the Parent Borrower’s use of commercially reasonable efforts to do so, or so without undue burden or expense, then the delivery provision of any such Lien search and/or the provision and/or perfection of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability or effectiveness and initial funding of the Facilities Loans on the Closing Date but shall may, if required, instead be required to be delivered or provided within ninety and/or perfected 90 days (90or, in the case of real property and related fixtures, 120 days) days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the applicable Administrative Agent)or, and in the case of perfection of security interests any possessory collateral, the date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in real propertyplace,” “stay at home,” workforce reduction, within one hundred twenty (120) days after facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any governmental authority, including the Closing Date (or such later date as may be reasonably agreed by the Borrower Centers for Disease Control and Prevention and the Administrative Agent)World Health Organization, in each case, in connection with or in response to the disease known as “COVID-19”, including the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the terms hereof Parent Borrower and under the Loan DocumentsCollateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragraph is referred to herein as the “Limited Conditionality Provision”.

Closing Date Material Adverse Effect. Since the date of the Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. The documents referred to in this Section 4.01 shall be delivered to the Administrative Agent no later than the Closing Date. The certificates and opinions referred to in this Section 4.01 shall each be dated the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any Collateral or any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent that a lien on such Collateral may be perfected by the filing of a financing statement under the UCC or (ii) by the delivery of stock or other certificates of “Merger Sub”1 Sub” (as defined in the Acquisition Agreement)) after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the delivery of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability or effectiveness of the Facilities on the Closing Date but shall instead be required to be delivered or provided within ninety (90) days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the applicable Administrative Agent), and in the case of perfection of security interests in real property, within one hundred twenty (120) days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent), in each case, pursuant to the terms hereof and under the Loan Documents.

Closing Date Material Adverse Effect. Since No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since the date of the Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or Transaction Agreement that is continuing and that results in the aggregate, has had or would reasonably be expected to have a Closing Date Material Adverse Effect. The documents referred to in this Section 4.01 shall be delivered failure of a condition precedent to the Administrative Agent no later than Parent’s obligation to consummate the Closing Date. The certificates and opinions referred Transaction pursuant to in this Section 4.01 shall each be dated the Closing Date. Without limiting the generality terms of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoTransaction Agreement. Notwithstanding the foregoing, to the extent any Lien search or Collateral or any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent a Lien on Collateral of any Credit Party that a lien on such Collateral may be perfected solely by the filing of a financing statement under the UCC or and (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or other certificates of “Merger Sub”1 (as defined equivalent certificate, together with a related stock or equivalent power executed in the Acquisition Agreement)blank) after the Parent Borrower’s use of commercially reasonable efforts to do so, or so without undue burden or expense, then the delivery provision of any such Lien search and/or the provision and/or perfection of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability or effectiveness and initial funding of the Facilities Loans on the Closing Date but shall may, if required, instead be required to be delivered or provided within ninety and/or perfected 90 days (90or, in the case of real property and related fixtures, 120 days) days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the applicable Administrative Agent)or, and in the case of perfection of security interests any possessory collateral, the date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in real propertyplace,” “stay at home,” workforce reduction, within one hundred twenty (120) days after facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any governmental authority, including the Closing Date (or such later date as may be reasonably agreed by the Borrower Centers for Disease Control and 143 #96533218v9 Prevention and the Administrative Agent)World Health Organization, in each case, in connection with or in response to the disease known as “COVID-19”, including the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the terms hereof Parent Borrower and under the Loan DocumentsCollateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragraph is referred to herein as the “Limited Conditionality Provision”.