Common use of Consummation of Transaction; Copies of Transaction Documents Clause in Contracts

Consummation of Transaction; Copies of Transaction Documents. (a) Each of the Arrangers shall have received evidence satisfactory to them that all actions necessary to consummate the Transaction shall have been taken in accordance with all applicable law and in accordance with the terms of each applicable Transaction Document, without amendment or waiver of any material provision thereof from the forms of the Transaction Documents provided to and reviewed by the Arrangers (except as consented to by the Arrangers, which consent shall not be unreasonably withheld or delayed) and that each of the Castex Acquisition, the Equity Contribution (which shall result in one or more equity contributions to the Borrower aggregating not less than $361,000,000 in the aggregate since January 1, 2006 by not later than the date hereof, and the effectiveness of the First Amendment to First Lien Credit Agreement purusant to which the Borrowing Base (as defined in the First Lien Credit Agreement) shall be increased to $260,000,000 (subject to adjustment as provided in Section 2.9.4(i)) and the aggregate Loan Commitment Amount (as defined in the First Lien Credit Agreement) shall be maintained at $300,000,000, has occurred or will occur concurrently with the closing and effectiveness of this Agreement, In addition to, and not in limitation of, the foregoing, each of the Arrangers shall be reasonably satisfied with (i) the final structure of the Transaction, including the Castex Acquisition, the First Lien Loan Documents, including the First Lien Credit Agreement as amended by the First Amendment to First Lien Credit Agreement, and the Equity Contribution, (ii) the sources and uses of the proceeds used to effect the Transaction and (iii) the terms and conditions of the documents relating to the consummation of the Transaction. There shall not have occurred any event, change or condition since December 31, 2005, and there not existing any pending or threatened litigation, investigation or proceeding, that, individually or in the aggregate, has had, or could reasonably be expected to have, any material adverse effect on the business, operations or financial condition of the Parent or the Borrower and their respective Subsidiaries on a combined basis, after giving pro forma effect to the Transaction (a “Closing Date Material Adverse Effect”). (b) The Administrative Agent shall have received copies of all Transaction Documents, certified by an Authorized Officer of the Borrower as true, correct and complete in all material respects.

Consummation of Transaction; Copies of Transaction Documents. (a) Each of the Arrangers shall have received evidence satisfactory to them that all actions necessary to consummate the Transaction shall have been taken in accordance with all applicable law and in accordance with the terms of each applicable Transaction Document, without amendment or waiver of any material provision thereof from the forms of the Transaction Documents provided to and reviewed by the Arrangers (except as consented to by the Arrangers, Administrative Agent which consent shall not be unreasonably withheld or delayed) and that each of the Castex Acquisition, Acquisition and the Equity Contribution incurrence of the PP Debt (which shall result in one or the Borrower’s raising at least $700,000,000 but not more equity contributions than $850,000,000 on a gross basis pursuant to the Borrower aggregating not less than $361,000,000 in the aggregate since January 1, 2006 by not later than the date hereof, and the effectiveness issuance of the First Amendment to First Lien Credit Agreement purusant to which the Borrowing Base (as defined in the First Lien Credit AgreementPP Notes) shall be increased to $260,000,000 (subject to adjustment as provided in Section 2.9.4(i)) and the aggregate Loan Commitment Amount (as defined in the First Lien Credit Agreement) shall be maintained at $300,000,000, has occurred or will occur concurrently with the closing and effectiveness of this Agreement, . In addition to, and not in limitation of, the foregoing, each of the Arrangers shall be reasonably satisfied with (i) the final structure of the Transaction, including the Castex Acquisition, the First Lien Loan Documents, including the First Lien Credit Agreement as amended by the First Amendment to First Lien Credit Agreement, Acquisition and the Equity Contributionincurrence of PP Debt, (ii) the sources and uses of the proceeds used to effect the Transaction and Transaction, (iii) the terms and conditions of the documents relating to the consummation of the Transaction and (iv) the organizational and legal structure and the terms and conditions of the capitalization of the Parent and each of its Subsidiaries after giving effect to the Transaction. There shall not have occurred any event, change or condition since December 31, 20052006, and there is not existing any pending or threatened litigation, investigation or proceeding, that, individually or in the aggregate, has had, or could reasonably be expected to have, any material adverse effect on the business, operations or financial condition of the Parent or the Borrower and their respective Subsidiaries on a combined basis, after giving pro forma effect to the Transaction (a “Closing Date Material Adverse Effect”). (b) The Administrative Agent shall have received copies of all Transaction Documents, certified by an Authorized Officer of the Borrower as true, correct and complete in all material respects.

Consummation of Transaction; Copies of Transaction Documents. (a) Each of the Arrangers shall have received evidence satisfactory to them that all actions necessary to consummate the Transaction shall have been taken in accordance with all applicable law and in accordance with the terms of each applicable Transaction Document, without amendment or waiver of any material provision thereof from the forms of the Transaction Documents provided to and reviewed by the Arrangers (except as consented to by the Arrangers, Administrative Agent which consent shall not be unreasonably withheld or delayed) and that each of the Castex Acquisition, the Equity Contribution (which shall result in one or more equity contributions to the Borrower aggregating of not less than $361,000,000 in the aggregate since January 1, 2006 by not later than the date hereof225,000,000), and the effectiveness of the First Amendment to First Second Lien Credit Agreement purusant to Loan Incurrence (which the Borrowing Base (as defined shall result in the First Borrower’s borrowing at least $65,000,000 but not more than $75,000,000 in loans pursuant to the Second Lien Credit Agreement) shall be increased to $260,000,000 (subject to adjustment as provided in Section 2.9.4(i)) and the aggregate Loan Commitment Amount (as defined in the First Lien Credit Agreement) shall be maintained at $300,000,000, has occurred or will occur concurrently with the closing and effectiveness of this Agreement, . In addition to, and not in limitation of, the foregoing, each of the Arrangers shall be reasonably satisfied with (i) the final structure of the Transaction, including the Castex Acquisition, the First Second Lien Loan Documents, including the First Lien Credit Agreement as amended by the First Amendment to First Lien Credit Agreement, Incurrence and the Equity Contribution, (ii) the sources and uses of the proceeds used to effect the Transaction and Transaction, (iii) the terms and conditions of the documents relating to the consummation of the Transaction and (iv) the organizational and legal structure and the terms and conditions of the capitalization of the Parent and each of its Subsidiaries after giving effect to the Transaction. There shall not have occurred any event, change or condition since December 31since, in the case of Marlin Offshore or Marlin Texas, November 30, 2005 or, in the case of the Parent and its Subsidiaries, November 30, 2005, in each case, taken as a whole, and there not existing any pending or threatened litigation, investigation or proceeding, that, individually or in the aggregate, has had, or could reasonably be expected to have, any material adverse effect on the business, operations or financial condition of the Parent or the Borrower and their respective Subsidiaries on a combined basis, after giving pro forma effect to the Transaction (a “Closing Date Material Material. Adverse Effect”). (b) The Administrative Agent shall have received copies of all Transaction Documents, certified by an Authorized Officer of the Borrower as true, correct and complete in all material respects.