Darwin Acquisition Closing Date Clause Samples

Darwin Acquisition Closing Date. The obligation of each Lender to make the initial Loan to the Dutch Borrower or of an Issuing Bank to issue the initial Letter of Credit for the account of the Dutch Borrower is subject to the satisfaction (or waiver in accordance with Section 9.2), of the following additional conditions: (a) The Third Restatement Effective Date shall have occurred. (b) The Acquisition Agreement Transactions shall have been consummated. (c) The Administrative Agent shall have received a Note executed by the Dutch Borrower (which may include facsimile or other electronic transmission of a signed signature page of such Note, provided that arrangements reasonably satisfactory to the Administrative Agent have been made for delivery of the original copies thereof) in favor of each Lender requesting a Note reasonably in advance of the Darwin Acquisition Closing Date. (d) The Administrative Agent (or its counsel) shall have received from each party thereto a counterpart (which may in each case include facsimile or other electronic transmission of a signed signature page of any such agreements) of (i) a Credit Agreement Joinder joining the Dutch Borrower as the Lead Borrower, (ii) a Guaranty Joinder Agreement joining the Dutch Borrower as a Guarantor, and (iii) a Guaranty Joinder Agreement signed by each party that is required to deliver such Guaranty Joinder Agreement pursuant to Section 5.9 (without giving effect to the grace period therein) (after giving effect to the Darwin Transactions to occur on the Darwin Acquisition Closing Date). (e) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders holding Commitments on the Darwin Acquisition Closing Date and dated the Darwin Acquisition Closing Date) of De Brauw Blackstone Westbroek N.V. and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, external counsels for the Company (and opining with respect to the Dutch Borrower), with respect to (i) the Credit Agreement Joinder referred to in paragraph (d) above and (ii) the Guaranty Joinder Agreements referred to in paragraph (d) above and (iii) any Notes delivered pursuant to Section 4.3(c), in each case in form and substance reasonably satisfactory to the Administrative Agent. Each of the Company, the Dutch Borrower and the Guarantors hereby requests such counsel to deliver such opinions. (f) The Administrative Agent shall have received copies, in each case certified as of the Darwin Acquisition Closing Date by a directo...