Common use of Consummation of the Acquisition; Acquisition Agreement Clause in Contracts

Consummation of the Acquisition; Acquisition Agreement. The Acquisition shall have been, or substantially concurrently with the initial borrowing under the Facilities shall be, consummated in all material respects in accordance with the Acquisition Agreement. No material provision of the Acquisition Agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) or the Arrangers without the consent of the Arrangers; provided that (a) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Lenders or the Arrangers so long as any such reduction is applied to reduce the amount of commitments in respect of the Term Facility on a dollar-for-dollar basis and (b) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Lenders or the Arrangers so long as such purchase price increase is not funded with additional indebtedness (it being understood and agreed that no purchase price, working capital or similar adjustment provisions set forth in the Acquisition Agreement shall constitute a reduction or increase in the purchase price).

Consummation of the Acquisition; Acquisition Agreement. The ESI Acquisition shall have been, or substantially concurrently with the initial borrowing under the Facilities Amendment No. 5 Effective Date, shall be, be consummated in all material respects in accordance with the ESI Acquisition Agreement. No material provision of the ESI Acquisition Agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) or the Lead Arrangers without the consent of the Lead Arrangers; provided that (ai) any reduction in the purchase price for the ESI Acquisition set forth in the ESI Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Lenders or the Lead Arrangers so long as any such reduction is applied to reduce the amount of commitments in respect of the Tranche B-5 Term Facility Commitments on a dollar-for-dollar basis and (bii) any increase in the purchase price set forth in the ESI Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Lenders or the Lead Arrangers so long as such purchase price increase is not funded with additional indebtedness (it being understood and agreed that no purchase price, working capital or similar adjustment provisions set forth in the ESI Acquisition Agreement shall constitute a reduction or increase in the purchase price).;

Consummation of the Acquisition; Acquisition Agreement. The Acquisition shall have been, or substantially concurrently with the initial borrowing under the Facilities shall be, consummated in all material respects in accordance with the Acquisition Agreement. No material provision of the Acquisition Agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the Lenders (in their capacity as such) or the Arrangers without the consent of the Arrangers; provided that (a) any reduction in the purchase price for the Acquisition set forth in the Acquisition Agreement shall not be deemed to be material and adverse to the interests of the Lenders or the Arrangers so long as any such reduction is applied to reduce the amount of commitments in respect of the 2019 Term Facility on a dollar-for-dollar basis and (b) any increase in the purchase price set forth in the Acquisition Agreement shall be deemed to be not material and adverse to the interests of the Lenders or the Arrangers so long as such purchase price increase is not funded with additional indebtedness (it being understood and agreed that no purchase price, working capital or similar adjustment provisions set forth in the Acquisition Agreement shall constitute a reduction or increase in the purchase price).