Common use of Consummation of Acquisitions Clause in Contracts

Consummation of Acquisitions. The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. (bt) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority shall be required for such sale other than such as have been obtained on or prior to the date thereof. Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.

Consummation of Acquisitions. (a) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. . (btb) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to 142901395v2 the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority shall be required for such sale other than such as have been obtained on or prior to the date thereof. Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.

Consummation of Acquisitions. (i) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. . (bti) By the date on which any Loans are Each Loan Party has disclosed or made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered available to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including Agents all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery instruments and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on restrictions to which it is subject, and all other matters known to it, that, individually or in the part aggregate, could reasonably be expected to have a Material Adverse Effect. None of each such Person. No authorization or approval the reports, financial statements, certificates or other action byinformation furnished by or on behalf of any Loan Party to the Agents (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading. (ii) Projections have been prepared on a reasonable basis and in good faith based on assumptions, estimates, methods and tests that are believed by the Loan Parties to be reasonable at the time such Projections were prepared and information believed by the Loan Parties to have been accurate based upon the information available to the Loan Parties at the time such Projections were furnished to the Lenders, and no notice to filing with or license from, any Governmental Authority shall Parent is not be required for such sale other than such as have been obtained on or prior to the date thereof. Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach aware of any facts or information that would lead it to believe that such Projections are incorrect or misleading in any material term or condition respect; it being understood that (A) Projections are by their nature subject to significant uncertainties and contingencies, many of any Kilimanjaro Acquisition Document.which are beyond the Loan Parties' control, (B) actual results may differ materially from the Projections and such variations may be material and (C) the Projections are not a guarantee of performance. ARTICLE VII COVENANTS OF THE LOAN PARTIES AND OTHER COLLATERAL MATTERS

Consummation of Acquisitions. (a) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. . (btb) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority shall be required for such sale other than such as have been obtained on or prior to the date thereof. Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.

Consummation of Acquisitions. (a) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization 137907439v16 or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. . (btb) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority shall be required for such sale other than such as have been obtained on or prior to the date thereof. Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.

Consummation of Acquisitions. (a) The Parent has delivered to the Administrative Agent complete and correct copies of the Falcon Acquisition Documents, including all schedules and exhibits thereto. The Falcon Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Falcon Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each Falcon Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Falcon Acquisition Agreement have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Falcon Acquisition Document has been amended or otherwise modified, and there has been no breach of any material term or condition of any Falcon Acquisition Document. . (btb) By the date on which any Loans are made to fund the Kilimanjaro Acquisition pursuant to Section 5.02(g), the Parent shall have delivered to the Administrative Agent complete and correct copies of the Kilimanjaro Acquisition Documents, including all schedules and exhibits thereto. The Kilimanjaro Acquisition Documents, when so delivered, shall set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there shall be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the Kilimanjaro Acquisition Documents shall have been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority shall be required for such sale other than such as have been obtained on or prior to the date thereof. Each Kilimanjaro Acquisition Document shall be the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the Kilimanjaro Acquisition Agreement shall have been fulfilled or (with the prior written consent of the Administrative Agent) waived, no Kilimanjaro Acquisition Document shall have been amended or otherwise modified, and there shall have been no breach of any material term or condition of any Kilimanjaro Acquisition Document.