Common use of Consummation of the Merger Clause in Contracts

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event later than the fifth (5th) Business Day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VI, at a location to be agreed by the parties; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (excluding the condition in Section 6.02(e) and the conditions that cannot by their nature be satisfied until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company and (b) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto. The date of the Closing is referred to as the “Closing Date.” Subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company shall cause the Merger to be consummated by duly filing with the Secretary of State of the State of Delaware (the “Delaware Secretary”) an executed certificate of merger (the “Certificate of Merger”) in accordance with the DRULPA and/or the DLLCA, as applicable, and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The time the Merger becomes effective in accordance with applicable Law is referred to as the “Effective Time.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s election, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote is obtained (subject to the satisfaction or waiver of the conditions set forth in Article VI).

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event No later than the fifth earlier of (5thx) Business Day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VI, at a location to be agreed by the parties; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (excluding the condition in Section 6.02(e) and the conditions that cannot by their nature be satisfied until 90 days following the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company Date and (by) May 1, 2001, (i) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto. The date of the Closing is referred to as the “Closing Date.” Subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company Borrower shall cause the Merger to be consummated, and (ii) all conditions precedent to the consummation of the Merger as set forth in the Merger Documents shall have been satisfied, and not waived in any material respect unless consented to by the Administrative Agent. On the date of the consummation thereof, the Merger shall have been consummated by duly filing in accordance in all material respects with the Secretary of State terms and conditions of the State Merger Documents and all applicable laws. On the Merger Date, the following actions shall have been taken and the following conditions and requirements shall have been satisfied: (a) Sunrise shall have duly authorized, executed and delivered to the Administrative Agent an Acknowledgment and Assumption substantially in the form of Delaware Exhibit E hereto (the “Delaware Secretary”"Borrower Acknowledgment and Assumption"). (b) The Administrative Agent shall have received from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to Sunrise, an executed certificate opinion addressed to the Administrative Agent and each of merger the Banks and dated the Merger Date covering the matters set forth in Exhibit D-4 and (ii) Xxxxxx Xxxx, Esq., General Counsel of Sunrise, an opinion addressed to the “Administrative Agent and the Banks and dated the Merger Date covering the matters set forth in Exhibit D-5. (c) The Administrative Agent shall have received a certificate, dated the Merger Date, signed by an Authorized Officer of Sunrise and attested to by a second Authorized Officer of Sunrise, substantially in the form of Exhibit F with appropriate insertions, together with copies of the Certificate of Merger”Incorporation and By-Laws (or their equivalents) in accordance with of Sunrise and the DRULPA and/or the DLLCA, as applicableresolutions of Sunrise, and the foregoing shall take be reasonably acceptable to the Administrative Agent. (d) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably requested in connection therewith, such reasonable further actions as may documents and papers where appropriate to be required certified by Law proper corporate or governmental authorities. (e) The total commitments in respect of the Indebtedness to make the Merger effective. The time the Merger becomes effective be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in accordance with applicable Law is referred to as the “Effective Time.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s electionfull (or, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote Merger is obtained (subject consummated pursuant to the satisfaction or waiver "short-form" merger provisions of Section 253 of the conditions Delaware General Corporation Law, in the case of any Indebtedness to be Refinanced referred to in clause (ii) of the definition thereof, unconditional and irrevocable prepayment arrangements reasonably satisfactory to the Administrative Agent shall have been entered into by the Borrower providing for the prepayment of such Indebtedness to be Refinanced within 30 days of the Merger Date), together with interest thereon, all letters of credit issued thereunder shall have been terminated (or either incorporated into the Senior Credit Facility as a letter of credit thereunder or supported with a letter of credit issued thereunder) and all other amounts due and owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to (x) indemnification provisions, which may survive, and (y) to the extent necessary to permit any prepayment during such 30-day period) and be of no further force or effect. (f) The limited liability company agreement in respect of Dynavox LLC (and any contribution agreement in respect thereof) shall be reasonably satisfactory to the Administrative Agent. (g) The Borrower shall have caused to be delivered to the Administrative Agent and the Banks a solvency certificate substantially in the form of Exhibit G, executed by the Chief Financial Officer of the Borrower, which certificate shall be addressed to the Administrative Agent and each of the Banks, be dated the Merger Date and set forth the conclusion that, after giving effect to the Transaction, each of the Borrower and its Subsidiaries (on a consolidated basis), and the Borrower (on a stand-alone basis) are not insolvent and will not be rendered insolvent by the Indebtedness incurred in Article VI)connection herewith, will not be left with unreasonably small capital with which to engage in their respective business and will not have incurred debts beyond their ability to pay such debts as they mature and become due.

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event later than the fifth (5th) third Business Day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of those conditions) set forth in Article VI, at a location to be agreed by the parties; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (excluding the condition in Section 6.02(e) and the conditions that cannot by their nature be satisfied until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company and (b) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto. The date of the Closing is referred to as the “Closing Date.” Subject On the Closing Date and subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company shall cause the Merger to be consummated by duly filing with the Secretary of State of the State of Delaware (the “Delaware Secretary”) an executed certificate of merger (the “Certificate of Merger”) in accordance with the DRULPA and/or the DLLCA), as applicablerequired by the Corporation Law, and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The time the Merger becomes effective in accordance with applicable Law is referred to as the “Effective Time.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s election, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote is obtained (subject to the satisfaction or waiver of the conditions set forth in Article VI).”

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event later than the fifth (5th) third Business Day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of those conditions) (the date of the Closing, the “Closing Date”) set forth in Article VI, at a location to be agreed by the partiesoffices of DLA Piper US LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; provided, however, that if the Marketing Period has not ended at the time of notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (excluding as of any date, the condition in Section 6.02(e) and parties shall not be required to effect the conditions that cannot by their nature be satisfied Closing until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company and (b) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) set forth in Article VI for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto. The date of the Closing is referred to as the “Closing Date.” Subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company shall cause the Merger to be consummated on the Closing Date by duly filing with the Secretary of State of the State of Delaware (the “Delaware Secretary”) an ), on or prior to the Closing Date, a duly executed and verified certificate of merger (the “Certificate of Merger”) in accordance with the DRULPA and/or the DLLCA), as applicablerequired by the Corporation Law, and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The time the Merger becomes effective in accordance with applicable Law is referred to as the “Effective Time.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s election, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote is obtained (subject to the satisfaction or waiver of the conditions set forth in Article VI).”

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event No later than the fifth earlier of (5thx) Business Day after 90 days following the satisfaction or waiver Initial Borrowing Date and (by the party entitled to grant such waivery) of the conditions May 1, 2001, (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditionsi) set forth in Article VI, at a location to be agreed by the parties; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (excluding the condition in Section 6.02(e) Holdings and the conditions that cannot by their nature be satisfied until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company and (b) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto. The date of the Closing is referred to as the “Closing Date.” Subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company Borrower shall cause the Merger to be consummated, and (ii) all conditions precedent to the consummation of the Merger as set forth in the Merger Documents shall have been satisfied, and not waived in any material respect unless consented to by the Administrative Agent. On the date of the consummation thereof, the Merger shall have been consummated in accordance in all material respects with the terms and conditions of the Merger Documents and all applicable laws. On the Merger Date, the following actions shall have been taken and the following conditions and requirements shall have been satisfied: (a) Sunrise shall have duly authorized, executed and delivered to the Administrative Agent (i) an Acknowledgment and Assumption substantially in the form of Exhibit K hereto (the "Borrower Acknowledgment and Assumption") and (ii) for the account of each of the Banks requesting them, the appropriate Revolving Notes and Swingline Note (in the case of the Swingline Bank) executed by Sunrise, in each case in the amount, maturity and otherwise as provided herein. (b) Each Domestic Subsidiary of Sunrise (other than Dynavox LLC) shall have duly authorized, executed and delivered a Guaranty substantially in the form of Exhibit L (as modified, supplemented or amended from time to time, the "Subsidiary Guaranty"), and such Subsidiary Guaranty shall be in full force and effect. (c) Each Domestic Subsidiary of Sunrise (including without limitation Dynavox LLC) shall have become a party to the Pledge Agreement and the Security Agreement by duly filing with authorizing, executing and delivering a Subsidiary Assumption Agreement substantially in the Secretary form of State of the State of Delaware Exhibit M hereto (the “Delaware Secretary”"Subsidiary Assumption Agreement"). (d) an The Collateral Agent shall have received: (i) fully executed certificate counterparts of merger a mortgage or deed to secure debt or similar documents in form and substance reasonably satisfactory to the Administrative Agent (the “Certificate of Merger”) as same may be amended, modified or supplemented from time to time in accordance with the DRULPA and/or terms hereof and thereof, each, a "Mortgage" and collectively, "Mortgages"), which Mortgages shall cover all of the DLLCAReal Property, if any, owned by Sunrise or any of its Subsidiaries and designated on Schedule V as applicablea "Mortgaged Property" (each, a "Mortgaged Property" and collectively, the "Mortgaged Properties") (it being understood and agreed that if the Merger Date occurs prior to January 31, 2001, Mortgages on the Mortgaged Properties which are designated on Schedule V as being scheduled for sale shall not be required to be provided until January 31, 2001, and shall take then only if such Mortgaged Properties have not been sold by such date), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien (subject to Permitted Encumbrances) on each Mortgaged Property in favor of the Collateral Agent (or such reasonable further actions other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; (ii) mortgagee title insurance policies or marked-up unconditional binders for such insurance in connection with the Mortgaged Properties issued by Law First American Title Insurance Company, Chicago Title Insurance Company or such other title insurers reasonably satisfactory to make the Administrative Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Administrative Agent assuring the Collateral Agent that the respective Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that the Administrative Agent may reasonably request, shall not include an exception for mechanics' liens unless such liens would constitute Permitted Liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Administrative Agent may reasonably request; and (iii) if requested by the Collateral Agent, surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property dated a recent date acceptable to the Collateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Collateral Agent. (e) Each Person which owns an equity interest in Dynavox LLC (other than Sunrise and its Domestic Subsidiaries) shall have duly authorized, executed and delivered a Pledge Agreement substantially in the form of Exhibit H-2 (as modified, supplemented or amended from time to time, the "Dynavox Pledge Agreement"), and the Dynavox Pledge Agreement shall be in full force and effect. (f) Each New Credit Party and each pledgor under the Dynavox Pledge Ageement shall have (x) delivered to the Collateral Agent, as Pledgee thereunder all of the Pledged Securities referred to in the Pledge Agreement or the Dynavox Pledge Agreement, as the case may be, then owned by each such Person (1) endorsed in blank in the case of promissory notes constituting Pledged Securities and (2) together with executed and undated irrevocable stock powers, in the case of capital stock constituting Pledged Securities and (y) taken such other action to perfect the security interests created thereunder as the Collateral Agent shall reasonably request. (g) Each New Credit Party and each pledgor under the Dynavox Pledge Agreement shall have duly authorized, executed and delivered: (i) proper financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Documents; (ii) at the request of the Administrative Agent, certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all tax liens or effective financing statements that name each such Person or any of its Subsidiaries, as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall receive termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of, or the making of arrangements reasonably satisfactory to the Administrative Agent for the making of, all other recordings and filings of, or with respect to, the Security Documents as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by such Security Documents; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Documents have been taken or arrangements reasonably satisfactory to the Administrative Agent for the taking of such actions shall have been made. (h) The Administrative Agent shall have received from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel to each New Credit Party, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Banks and dated the Merger effectiveDate covering the matters set forth in Exhibit F-4, (ii) Xxxxxx Xxxx, Esq., General Counsel of Sunrise, an opinion addressed to the Administrative Agent and the Banks and dated the Merger Date covering the matters set forth in Exhibit F-5, and (iii) to the extent reasonably requested by the Administrative Agent, local counsel to each New Credit Party (and each pledgor under the Dynavox Pledge Agreement) reasonably satisfactory to the Administrative Agent, opinions addressed to the Administrative Agent, the Collateral Agent and each of the Banks and dated the Merger Date, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall cover the perfection of the security interests granted pursuant to the Security Documents and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request. (i) The Administrative Agent shall have received a certificate, dated the Merger Date, signed by an Authorized Officer of Holdings and each New Credit Party (and each pledgor under the Dynavox Pledge Agreement) and attested to by a second Authorized Officer of Holdings and each such Person, substantially in the form of Exhibit G with appropriate insertions, together with copies of the Certificate of Incorporation and By-Laws (or their equivalents) of Holdings and each such Person and the resolutions of Holdings and each such Person referred to in such certificate, and the foregoing shall be reasonably acceptable to the Administrative Agent. (j) All corporate and legal proceedings and all instruments and agreements relating to the transactions contemplated by this Agreement and the other Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. (i) The total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in full (or in the event that the Merger is consummated pursuant to the "short-form" merger provisions of Section 253 of the Delaware General Corporation Law, in the case of any Indebtedness to be Refinanced referred to in clause (ii) of the definition thereof, unconditional and irrevocable prepayment arrangements reasonably satisfactory to the Administrative Agent shall have been entered into by the Borrower providing for the prepayment of such Indebtedness to be Refinanced within 30 days of the Merger Date), together with interest thereon, all letters of credit issued thereunder shall have been terminated (or either incorporated herein as a Letter of Credit or supported with a Letter of Credit issued hereunder) and all other amounts due and owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to (x) indemnification provisions, which may survive and (y) to the extent necessary to permit any prepayment during such 30-day period) and be of no further force or effect. (ii) The creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens (other than Permitted Encumbrances) on the assets owned by Sunrise and its Subsidiaries. The time Administrative Agent shall have received such releases of security interests in and Liens on the Merger becomes effective assets owned by Sunrise and its Subsidiaries as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Sunrise or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Sunrise or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Sunrise or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and (iv) all collateral owned by Sunrise or any of its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to Sunrise or such Subsidiary. (l) The limited liability company agreement in respect of Dynavox LLC (including any contribution agreement in respect thereof) shall be reasonably satisfactory to the Administrative Agent. (m) Holdings shall have caused to be delivered to the Administrative Agent and the Banks evidence (including, without limitation, certificates with respect to each insurance policy listed on Schedule IX) of insurance, complying with the requirements of Section 7.03, with respect to the business and properties of Holdings and its Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent and naming, in accordance with applicable Law is referred to the Credit Documents, each of the Collateral Agent, the Administrative Agent and the Banks as an additional insured and the “Effective Time.” For the avoidance of doubt, a condition may only Collateral Agent as mortgagee and/or loss payee and stating that such insurance shall not be waived canceled or revised without at least 30 days' prior written notice by the parties entitled insurer to such condition under this Agreement. At Parent’s election, the Collateral Agent. (n) Holdings shall have caused to be delivered to the Administrative Agent and the Banks a solvency certificate substantially in the event form of Exhibit N, executed by the Change Chief Financial Officer of Control Waiver is not obtainedHoldings, which certificate shall be addressed to the Administrative Agent and each of the Banks, be dated the Merger Date and set forth the conclusion that, after giving effect to the Transaction, each of Holdings and its Subsidiaries (on a consolidated basis), the Closing shall occur Borrower and its Subsidiaries, if any (on a consolidated basis), and the same day that Borrower (on a stand-alone basis) are not insolvent and will not be rendered insolvent by the Requisite Unitholder Vote is obtained (subject Indebtedness incurred in connection herewith, will not be left with unreasonably small capital with which to the satisfaction or waiver of the conditions set forth engage in Article VI)their respective business and will not have incurred debts beyond their ability to pay such debts as they mature and become due.

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event later than the fifth (5th) second Business Day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of those conditions) set forth in Article VI, at a location to be agreed by the partiesoffices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; provided, however, that if the Marketing Period has not ended at the time of notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (excluding as of any date, the condition in Section 6.02(e) and parties shall not be required to effect the conditions that cannot by their nature be satisfied Closing until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company and (b) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions set forth in Article VI for the Closing as of the date determined pursuant to this proviso); and provided further, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, this Agreement may be terminated pursuant to and in accordance with Section 7.01 hereof such that the parties shall not be required to effect the Closing, regardless of whether the final day of the Marketing Period shall have occurred before such termination (or the Closing may be consummated at such other date, time, place or place on such other date as agreed to in writing by Parent and the parties heretoCompany may mutually agree). The date of the Closing is referred to as the “Closing Date.” Subject On or prior to the Closing Date and subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company shall cause the Merger to be consummated by duly filing with the Secretary of State of the State of Delaware (the “Delaware Secretary”) an a duly executed and verified certificate of merger (the “Certificate of Merger”) in accordance with the DRULPA and/or the DLLCA), as applicablerequired by the Corporation Law, and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The time the Merger becomes effective in accordance with applicable Law is referred to as the “Effective Time.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s election, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote is obtained (subject to the satisfaction or waiver of the conditions set forth in Article VI).”

Consummation of the Merger. (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”"CLOSING," and the date on which the Closing actually occurs, the "CLOSING DATE") will take place at 10:00 a.m., local time, as promptly as practicable practicable, but in no event later than the fifth (5th) third Business Day Day, after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article VIconditions at the Closing), at a location to be agreed by the partiesoffices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, Nxx Xxxx 00000 xx xx xuch xxxxx xlace ox xx xxxx xxxxx xxxx xx Xxxxxx xxx xxx Xxxxany may mutually agree; providedPROVIDED, howeverHOWEVER, that if the Marketing Period has not ended at the time of that, notwithstanding the satisfaction or waiver of the conditions set forth in Article ARTICLE VI (excluding as of any date, Parent and Merger Sub shall not be required to effect the condition in Section 6.02(e) and the conditions that cannot by their nature be satisfied Closing until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (ai) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ ' notice to the Company and (bii) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions set forth in Article ARTICLE VI for the Closing as of the date determined pursuant to this proviso); PROVIDED, FURTHER, that notwithstanding the satisfaction or waiver of the conditions set forth in ARTICLE VI, this Agreement may be terminated pursuant to and in accordance with SECTION 7.01 hereof such other date, time, or place as agreed to in writing by that the parties hereto. The date shall not be required to effect the Closing, regardless of whether the final day of the Marketing Period shall have occurred before such termination. (b) On the Closing is referred to as the “Closing Date.” Subject Date and subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company shall cause the Merger to be consummated by duly filing with the Secretary of State of the State of Delaware New York (the “Delaware Secretary”"SECRETARY OF STATE") an a duly executed certificate of merger (the “Certificate of Merger”) in accordance with the DRULPA and/or the DLLCA"CERTIFICATE OF MERGER"), as applicablerequired by the NYBCL, and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The time date of the filing of the Certificate of Merger becomes effective by the Secretary of State (or such later date as shall be agreed to by the parties hereto and is specified in accordance with applicable Law the Certificate of Merger) is referred to as the “Effective Time"EFFECTIVE DATE.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s election, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote is obtained (subject to the satisfaction or waiver of the conditions set forth in Article VI)."

Consummation of the Merger. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) will take place at 10:00 a.m., local time, as promptly as practicable but in no event later than the fifth (5th) third Business Day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction fulfillment or waiver of those conditions) (the date of the Closing, the “Closing Date”) set forth in Article VI, at a location to be agreed by the partiesoffices of Wachtell, Lipton, Rxxxx & Kxxx, 50 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; provided, however, that if the Marketing Period has not ended at the time of notwithstanding the satisfaction or waiver of the conditions set forth in Article VI (excluding as of any date, the condition in Section 6.02(e) and parties shall not be required to effect the conditions that cannot by their nature be satisfied Closing until the Closing but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three (3) Business Days’ notice to the Company and (b) the first (1st) Business Day immediately following the final day of the Marketing Period (as it may be extended pursuant to Section 5.11) (subject in each case to the satisfaction or waiver (by the party entitled to grant such waiver) of all of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) set forth in Article VI for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto. The date of the Closing is referred to as the “Closing Date.” Subject to the terms and conditions hereof, on the Closing Date, Merger Sub and the Company shall cause the Merger to be consummated on the Closing Date by duly filing with the Secretary of State of the State of Delaware (the “Delaware Secretary”) an ), on or prior to the Closing Date, a duly executed and verified certificate of merger (the “Certificate of Merger”) in accordance with the DRULPA and/or the DLLCA), as applicablerequired by the Corporation Law, and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The time the Merger becomes effective in accordance with applicable Law is referred to as the “Effective Time.” For the avoidance of doubt, a condition may only be waived by the parties entitled to such condition under this Agreement. At Parent’s election, in the event the Change of Control Waiver is not obtained, the Closing shall occur on the same day that the Requisite Unitholder Vote is obtained (subject to the satisfaction or waiver of the conditions set forth in Article VI).”