Common use of Conditions Precedent to Loans on the Closing Date Clause in Contracts

Conditions Precedent to Loans on the Closing Date. The obligation of each Lender to make Loans on the Closing Date is subject to the occurrence of the Effective Date and satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of favorable opinions, addressed to the Administrative Agent and the Lenders, of Xxxxxxxx & Forester LLP and Xxxx Xxxxx, Senior Counsel of the Borrower, each in substantially the form agreed prior to the Effective Date. (b) The Major Representations shall be true and correct as of the Closing Date and no Major Default shall be continuing or shall occur as a result of the Transactions on the Closing Date. (c) (i) Except for the payment of the consideration in connection with the Private Sale pursuant to the Purchase Agreement, all conditions precedent for the consummation of the Private Sale shall have been satisfied in accordance with the Purchase Agreement on or prior to the last day of the Certain Funds Period and the Purchase Agreement shall not have been amended, supplemented or modified, and no condition shall have been waived or consent thereunder granted, in any respect that is not permitted by Section 7.06(a), (ii) delivery to the Arrangers of (A) a copy of the draft Offer Document incorporating the Key Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to submission to the BaFin, and (B) a copy of the draft Convertible Offer Document incorporating the Key Convertible Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to its publication, in each case accompanied by a certificate of a Responsible Officer confirming that such draft Offer Document or draft Convertible Offer Document contains all of the terms of the Offer or Convertible Offer, as applicable, (iii) delivery to the Arrangers of (A) copies of any amendments, supplements or modifications to the Purchase Agreement, and (B) copies of any amendments, supplements or modifications to, the Offer Document and the Convertible Offer Document since the drafts referred to in clause (ii), (iv) the Unconditional Date shall have occurred and the Initial Acceptance Period shall have expired and (v) unless otherwise agreed by the Arrangers (which consent shall not be unreasonably withheld), the Closing Date shall not occur prior to January 17, 2014. (d) The Arrangers shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the three most recent fiscal years ended at least ninety (90) days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least sixty (60) days before the Closing Date, which financial statements of the Borrower shall meet the requirements of Regulation S-X under the Securities Act. (e) The Arrangers shall have received copies of the audited consolidated financial statements of the Target for the three most recent fiscal years ended at least 90 days prior the Closing Date and the most recent semi-annual financial statements for the Target. (f) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least three (3) Business Days prior to the Closing Date. (g) The Arrangers shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing at least ten (10) days prior to the Closing Date. (h) The Administrative Agent shall have received a Loan Notice from the Borrower in accordance with the requirements hereof. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction of the conditions in clauses (b), (c)(i) and (c)(iv) of this Section 4.02.

Conditions Precedent to Loans on the Closing Date. The obligation of each Lender to make Loans on the Closing Date is subject to the occurrence of the Effective Date and satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Closing Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) The Administrative Agent’s receipt of favorable opinions, addressed to the Administrative Agent and the Lenders, of Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Forester Xxxx LLP & Affiliates and Xxxx Xxxxx, Senior Counsel of the Borrower, each in substantially the customary form agreed prior and covering such customary matters relating to the Effective Borrower, the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. (c) Since December 31, 2009, there shall not have occurred any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect (d) With respect to the Company, its Subsidiaries and their respective businesses, the representations and warranties contained in the Acquisition Agreement, in each case to the extent material to the interests of the Lenders and to the extent the Borrower has (or a Subsidiary of the Borrower has) the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations, shall be true and correct as of the Closing Date. (be) The Major With respect to the Borrower, the Specified Representations shall be true and correct as of the Closing Date and no Major Default shall be continuing or shall occur as a result of the Transactions on the Closing Date. (cf) (i) Except for the payment of the consideration in connection with the Private Sale pursuant to the Purchase Agreement, all conditions precedent for the consummation of the Private Sale The Acquisition shall have been satisfied consummated in accordance with the Purchase Acquisition Agreement on or prior to December 31, 2010; provided that in the last day event the End Date is extended pursuant to Section 7.1(b) of the Certain Funds Period Acquisition Agreement, such date shall be similarly extended, but in no event later than April 30, 2011; and the Purchase Acquisition Agreement shall not have been amended, supplemented amended or modified, and no condition shall have been waived or consent thereunder granted, in any respect that is not permitted by Section 7.06(a), (ii) delivery materially adverse to the Arrangers of Lenders without the Arrangers’ prior written consent (A) a copy of the draft Offer Document incorporating the Key Offer Terms and otherwise in form and substance reasonably satisfactory such consent not to the Arrangers at least 3 Business Days prior to submission to the BaFin, and (B) a copy of the draft Convertible Offer Document incorporating the Key Convertible Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to its publication, in each case accompanied by a certificate of a Responsible Officer confirming that such draft Offer Document or draft Convertible Offer Document contains all of the terms of the Offer or Convertible Offer, as applicable, (iii) delivery to the Arrangers of (A) copies of any amendments, supplements or modifications to the Purchase Agreement, and (B) copies of any amendments, supplements or modifications to, the Offer Document and the Convertible Offer Document since the drafts referred to in clause (ii), (iv) the Unconditional Date shall have occurred and the Initial Acceptance Period shall have expired and (v) unless otherwise agreed by the Arrangers (which consent shall not be unreasonably withheld, conditioned or delayed), the Closing Date shall not occur prior to January 17, 2014. (dg) The Arrangers shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Company for the three most recent fiscal years ended at least ninety (90) 90 days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target Company for each subsequent fiscal quarter ended at least sixty (60) 60 days before the Closing Date, which financial statements of the Borrower shall meet the requirements of Regulation S-X under the Securities ActAct of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (eh) The Arrangers shall have received copies a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the audited consolidated Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to (g) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the Target for income statement), if such pro forma financial statements are required by Regulation S-X under the three most recent fiscal years ended at least 90 days prior Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (i) The Borrower shall on the Closing Date have a Debt Rating of at least BBB+ (with stable (or better) outlook)) from S&P and the most recent semi-annual financial statements for the Targeta Debt Rating of at least Baa3 (with stable (or better) outlook)) from Xxxxx’x. (fj) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid reimbursed by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least three (3) Business Days prior to the Closing Date. (gk) The Arrangers Lenders shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing at least ten (10) 10 days prior to the Closing Date. (hl) The Administrative Agent shall have received a Loan Notice from the Borrower in accordance with the requirements hereof. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction of the conditions in clauses (b), (c)(i) and (c)(iv) of this Section 4.02.

Conditions Precedent to Loans on the Closing Date. The obligation of each the Lender to make Loans on the Closing Date Date, in addition to the conditions set forth in Section 4.2 hereof, is subject to the occurrence of fulfillment, to the Effective Date and satisfaction of the Lender and its counsel, of each of the following conditions precedentconditions: (a) The Administrative Agent’s receipt of favorable opinions, addressed Borrower shall have executed and delivered to the Administrative Agent Lender (x) this Agreement and (y) the Lenders, of Xxxxxxxx & Forester LLP and Xxxx Xxxxx, Senior Counsel of the Borrower, each in substantially the form agreed prior to the Effective Date.Notes; (b) The Major Representations shall be true and correct as of the Closing Date and no Major Default shall be continuing or shall occur as a result of the Transactions on On the Closing Date., the Borrower shall have paid to the Lender all costs, fees and expenses (including, without limitation, legal fees and disbursements) payable to the Lender; (c) (i) Except for On the payment of Closing Date, the consideration in connection with the Private Sale pursuant Lender shall have received from Heckxx, Xxilxxxx & Xeeb, xxunsel to the Purchase AgreementBorrower and its Subsidiaries, all conditions precedent for the consummation of the Private Sale shall have been satisfied in accordance with the Purchase Agreement on or prior an opinion addressed to the last day of Lender and dated the Certain Funds Period and the Purchase Agreement shall not have been amendedClosing Date, supplemented or modified, and no condition shall have been waived or consent thereunder granted, in any respect that is not permitted by Section 7.06(a), (ii) delivery to the Arrangers of (A) a copy of the draft Offer Document incorporating the Key Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to submission to the BaFin, and (B) a copy of the draft Convertible Offer Document incorporating the Key Convertible Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to its publication, in each case accompanied by a certificate of a Responsible Officer confirming that such draft Offer Document or draft Convertible Offer Document contains all of the terms of the Offer or Convertible Offer, as applicable, (iii) delivery to the Arrangers of (A) copies of any amendments, supplements or modifications to the Purchase Agreement, and (B) copies of any amendments, supplements or modifications to, the Offer Document and the Convertible Offer Document since the drafts referred to in clause (ii), (iv) the Unconditional Date shall have occurred and the Initial Acceptance Period shall have expired and (v) unless otherwise agreed by the Arrangers (which consent shall not be unreasonably withheld), the Closing Date shall not occur prior to January 17, 2014Lender. (d) The Arrangers shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the three most recent fiscal years ended at least ninety (90) days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least sixty (60) days before the Closing Date, which financial statements of the Borrower shall meet the requirements of Regulation S-X under the Securities Act. (e) The Arrangers shall have received copies of the audited consolidated financial statements of the Target for the three most recent fiscal years ended at least 90 days prior the Closing Date and the most recent semi-annual financial statements for the Target. (f) All fees required by the Loan Documents to be paid (including fees payable on On or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least three (3) Business Days prior to the Closing Date. (g) The Arrangers shall have received, at least five (5) Business Days prior to the Closing Date, all documentation transactions relating to the issuance of the Preferred Stock shall have been consummated and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing Borrower shall have received gross cash proceeds of at least ten $4,100,000 from the issuance of the Preferred Stock. (10e) days The Lender shall have received the duly executed Pledge Agreement. (f) The Lender shall have received the duly executed Guaranty; (g) On or prior to the Closing Date., all corporate action required to increase the size of the Borrower's Board of Directors to nine members and to cause Apollo to be entitled to designate at least four members of the Board of Directors, effective as of immediately following the Closing Date, shall have been taken; (h) The Administrative Agent Lender shall have received a Loan Notice from the Borrower in accordance with the requirements hereof.duly executed Mortgage; (i) The Administrative Agent Lender shall have received a title insurance policy issued by the Title Company in an amount satisfactory to the Lender to ensure that the Mortgage on the Mortgaged Property is a valid and enforceable Mortgage Lien on the Mortgaged Property, which policy shall be in form and substance satisfactory to the Lender; (j) The Lender shall have received the duly executed Security Agreement; (k) The Lender shall have received a certificate signed of corporate status with respect to the Borrower, dated within ten calendar days of the Closing Date by the Secretary of State of Delaware, such certificate to be issued by the Secretary of State of Delaware, which certificate shall indicate that the Borrower is in good standing in such state; (l) The Lender shall have received a Responsible Officer certificate of corporate status with respect to the Borrower, dated within ten calendar days of the Closing Date by the Secretary of State of Arizona, such certificate to be issued by the Secretary of State of Arizona, which certificate shall indicate that the Borrower is in good standing in such state; (m) The Lender shall have received a copy of the Borrower's Certificate of Incorporation certified by the Secretary of State of the State of Delaware; (n) The Lender shall have received a copy of the by-laws of the Borrower, certified by its secretary; (o) The Lender shall have received signature and incumbency certificates respecting the officer(s) executing this Agreement, the Notes and the other Loan Documents; and (p) The Lender shall have received a certificate from the Borrower's secretary attesting to the resolutions of the Borrower's board of directors authorizing the execution and delivery of this Agreement, the Note and the other Loan Documents, and authorizing specific officers to execute same. (q) On the Closing Date, the Borrower shall have paid to the Lender a funding fee in an amount equal to $240,000. (r) On the Closing Date, the Borrower shall have paid to the Lender a standby fee in an amount equal to $100,000. (s) On the Closing Date, all indebtedness of the Borrower confirming satisfaction of the conditions to AP GP Kronus Property Holdings, L.P. shall have been repaid in clauses (b), (c)(i) and (c)(iv) of this Section 4.02full.

Conditions Precedent to Loans on the Closing Date. The obligation of each Lender to make Loans on the Closing Date is subject to the occurrence of the Effective Date and satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or PDFs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower: (i) executed counterparts of this Agreement satisfying the requirements of Section 11.10; (ii) a customary certificate of the Secretary or Assistant Secretary of the Borrower attaching copies of its certificate of incorporation and by-laws as in effect on the Closing Date, a good standing certificate for it from the Secretary of State of the State of Delaware dated as of a recent date and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party; and (iii) a customary incumbency certificate in respect of each of the officers of the Borrower who are authorized to sign this Agreement and the other Loan Documents on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby. (b) The Administrative Agent’s receipt of favorable opinions, addressed to the Administrative Agent and the Lenders, of Xxxxxxx Xxxxxxx & Xxxxxxxx & Forester LLP and Xxxx Xxxxx, Senior Counsel of the Borrower, each in substantially the customary form agreed prior and covering such customary matters relating to the Effective Borrower, the Loan Documents and the Transactions as the Administrative Agent shall reasonably request. (c) Since October 24, 2012, there shall not have occurred any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect. (d) With respect to the Company, its Subsidiaries and their respective businesses, the representations and warranties contained in the Merger Agreement, in each case to the extent material to the interests of the Lenders and to the extent the Borrower has (or a Subsidiary of the Borrower has) the right to terminate its obligations under the Merger Agreement as a result of a breach of such representations, shall be true and correct as of the Closing Date. (be) The Major With respect to the Borrower, the Specified Representations shall be true and correct as of the Closing Date and no Major Default shall be continuing or shall occur as a result of the Transactions on the Closing Date. (cf) (i) Except for the payment of the consideration in connection with the Private Sale pursuant to the Purchase Agreement, all conditions precedent for the consummation of the Private Sale The Acquisition shall have been satisfied consummated in accordance with the Purchase Merger Agreement on or prior to July 24, 2013; provided that in the last day event the Outside Date is extended pursuant to Section 7.1(b) of the Certain Funds Period Merger Agreement, such date shall be similarly extended, but in no event later than October 24, 2013; and the Purchase Acquisition Agreement shall not have been amended, supplemented amended or modified, and no condition shall have been waived or consent thereunder granted, in any respect that is not permitted by Section 7.06(a), (ii) delivery materially adverse to the Arrangers of Lenders without the Arrangers’ prior written consent (A) a copy of the draft Offer Document incorporating the Key Offer Terms and otherwise in form and substance reasonably satisfactory such consent not to the Arrangers at least 3 Business Days prior to submission to the BaFin, and (B) a copy of the draft Convertible Offer Document incorporating the Key Convertible Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to its publication, in each case accompanied by a certificate of a Responsible Officer confirming that such draft Offer Document or draft Convertible Offer Document contains all of the terms of the Offer or Convertible Offer, as applicable, (iii) delivery to the Arrangers of (A) copies of any amendments, supplements or modifications to the Purchase Agreement, and (B) copies of any amendments, supplements or modifications to, the Offer Document and the Convertible Offer Document since the drafts referred to in clause (ii), (iv) the Unconditional Date shall have occurred and the Initial Acceptance Period shall have expired and (v) unless otherwise agreed by the Arrangers (which consent shall not be unreasonably withheld, conditioned or delayed), the Closing Date shall not occur prior to January 17, 2014. (dg) The Arrangers shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Company for the three most recent fiscal years ended at least ninety (90) days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target Company for each subsequent fiscal quarter ended at least sixty (60) days before the Closing Date, which financial statements of the Borrower shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1. (eh) The Arrangers shall have received copies a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the audited consolidated Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to Section 4.01(g) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the Target for income statement), if such pro forma financial statements are required by Regulation S-X under the three most recent fiscal years ended at least 90 days prior Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1. (i) The Borrower shall on the Closing Date have a Debt Rating of at least BBB+ (with stable (or better) outlook)) from S&P and the most recent semi-annual financial statements for the Targeta Debt Rating of at least Baa3 (with stable (or better) outlook)) from Xxxxx’x. (fj) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least three (3) Business Days prior to the Closing Date. (gk) The Arrangers shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing at least ten (10) days prior to the Closing Date. (hl) The Administrative Agent shall have received a Loan Notice from the Borrower in accordance with the requirements hereof. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction of the conditions in clauses (b), (c)(i) and (c)(iv) of this Section 4.02.

Conditions Precedent to Loans on the Closing Date. The obligation of each Lender to make Loans on the Closing Date is subject to the occurrence of the Effective Date and satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of favorable opinions, addressed to the Administrative Agent and the Lenders, of Xxxxxxxx & Forester LLP and Xxxx Xxxxx, Senior Counsel of the Borrower, each in substantially the form agreed prior to the Effective Date. (b) The Major Representations shall be true and correct as of the Closing Date and no Major Default shall be continuing or shall occur as a result of the Transactions on the Closing Date. (c) (i) (A) Except for the payment of the consideration in connection with the Private Sale pursuant to the Purchase Agreement, all conditions precedent for the consummation of the Private Sale shall have been satisfied in accordance with the Purchase Agreement on or prior to the last day of the Certain Funds Period and the Purchase Agreement shall not have been amended, supplemented or modified, and no condition shall have been waived or consent thereunder granted, in any respect that is not permitted by Section 7.06(a), and (B) except for the payment of the consideration in connection with the Private Convertible Bonds Sale pursuant to the Convertible Bonds Purchase Agreement, all conditions precedent for the consummation of the Private Convertible Bonds Sale shall have been satisfied in accordance with the Convertible Bonds Purchase Agreement on or prior to the last day of the Certain Funds Period, and the Convertible Bonds Purchase Agreement shall not have been amended, supplemented or modified, and no condition shall have been waived or consent thereunder granted, in any respect that is not permitted by Section 7.06(a), (ii) delivery to the Arrangers of (A) a copy of the draft Offer Document incorporating the Key Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to submission to the BaFin, and (B) a copy of the draft Convertible Offer Document incorporating the Key Convertible Offer Terms and otherwise in form and substance reasonably satisfactory to the Arrangers at least 3 Business Days prior to its publication, in each case accompanied by a certificate of a Responsible Officer confirming that such draft Offer Document or draft Convertible Offer Document contains all of the terms of the Offer or Convertible Offer, as applicable, (iii) delivery to the Arrangers of (A) copies of any amendments, supplements or modifications to the Purchase Agreement, and (B) copies of any amendments, supplements or modifications to, the Offer Document Agreement and the Convertible Offer Document since Bonds Purchase Agreement, (iii) on the drafts referred Closing Date, giving effect to in clause (ii)the acquisition of the shares of the Target pursuant to the Private Sale and the acquisition of Convertible Bonds pursuant to the Convertible Bonds Purchase Agreement, the Borrower shall own, directly or indirectly, not less than 75% of the shares of the Target, determined on a fully diluted basis, (iv) all governmental, shareholder and third party consents or approvals necessary in connection with the Unconditional Date Acquisition shall have occurred been obtained and the Initial Acceptance Period be in full force and effect, and any applicable waiting periods shall have expired expired, (v) in the case of a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot), delivery to the Arrangers of a copy of the Offer Announcement in form and substance satisfactory to the Arrangers and (vvi) unless otherwise agreed by the Arrangers (which consent shall not be unreasonably withheld)Arrangers, the Closing Date shall not occur prior to January 17, 2014the date that is 7 Business Days following the Effective Date. (d) The Arrangers shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the three most recent fiscal years ended at least ninety (90) days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target for each subsequent fiscal quarter ended at least sixty (60) days before the Closing Date, which financial statements of the Borrower shall meet the requirements of Regulation S-X under the Securities Act. (e) The Arrangers shall have received copies of the audited consolidated financial statements of the Target for the three most recent fiscal years ended at least 90 days prior the Closing Date and the most recent semi-annual financial statements for the Target. (f) All fees required by the Loan Documents to be paid (including fees payable on or prior to the Closing Date pursuant to the Fee Letters) by the Borrower, and all invoiced expenses (including Attorney Costs) required to be paid by the Borrower, to the Administrative Agent, the Arrangers or any Lender prior to the Closing Date shall have been paid, to the extent that such invoices have been presented to the Borrower at least three (3) Business Days prior to the Closing Date. (g) The Arrangers shall have received, at least five (5) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, in each case that has been requested in writing at least ten (10) days prior to the Closing Date. (h) The Administrative Agent shall have received a Loan Notice from the Borrower in accordance with the requirements hereof. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming satisfaction of the conditions in clauses (b), (c)(i) and (c)(ivc)(iii) of this Section 4.02.