Conditions Precedent to Additional Commitment Availability Date Clause Samples

Conditions Precedent to Additional Commitment Availability Date. The Additional Commitment Availability Date shall occur, and the Additional Commitments shall become available, on and as of the first date (which shall be no later than the Additional Commitment Termination Date) on which all of the following conditions precedent have been satisfied (or waived in accordance with Section 9.01): (a) The Effective Date shall have occurred. (b) The Agent and the Lenders shall have received all fees and, to the extent invoiced at least three Business Days prior to the Additional Commitment Availability Date, expenses required to be paid on or prior to the Additional Commitment Availability Date pursuant to this Agreement. (c) The representations and warranties contained in Section 4.01 shall be true and correct in all material respects (unless qualified by materiality in which case they shall be true and correct in all respects) on and as of the Additional Commitment Availability Date (except for those representations and warranties that specifically relate to a prior date, which shall have been correct on such prior date). (d) No event shall have occurred and be continuing that constitutes a Default. (e) The Neptune Transactions shall be consummated substantially concurrently with the availability of the Additional Commitments, in all material respects in accordance with the Neptune Separation Agreement and the Neptune Acquisition Agreement (after giving effect to any waiver, amendment or other modification thereto). (f) Except as otherwise disclosed or identified in (x) the Remainco SEC Documents filed or furnished with the SEC on or prior to December 15, 2019 (excluding any disclosures (other than any factual information contained therein) in any risk factors section or in any “forward-looking statement” disclaimer); provided that this exception shall apply only to the extent that the relevance of such disclosure to this subsection (f) is reasonably apparent on its face, or (y) the Spinco Disclosure Schedule (it being understood that any information set forth in one section or subsection of the Spinco Disclosure Schedule shall be deemed to apply to and qualify the representation and warranty set forth in the Section of the Neptune Acquisition Agreement to which it corresponds in number and, whether or not an explicit reference or cross-reference is made, each other representation and warranty set forth in each other Section of Article V or Article VI of the Neptune Acquisition Agreement (as in effect on December 15, 2019) f...