Common use of Effectiveness of Merger Clause in Contracts

Effectiveness of Merger. None of Holdings, the Parent Borrower, the Subsidiary Co-Borrowers or the Foreign Subsidiary Revolving Borrowers shall have any rights or obligations hereunder until the consummation of the Merger and any representations and warranties of the Parent Borrower, the Subsidiary Co-Borrowers or the Foreign Subsidiary Revolving Borrowers under the Loan Documents shall not become effective, and no Event of Default may occur, until such time. Upon consummation of the Merger, and without any further action by any Person, each of Holdings, the Parent Borrower, the Subsidiary Co-Borrowers or the Foreign Subsidiary Revolving Borrowers hereby irrevocably and unconditionally (i) assumes and agrees punctually to pay, perform and discharge when due each of the Obligations and each and every debt, covenant and agreement incurred, made or to be paid, performed or discharged by it under the Loan Documents, (ii) agrees to be bound by all the terms, provisions and conditions of the Loan Documents applicable to it and (iii) agrees that it will be responsible for and deemed to have made all of its representations and warranties set forth in the Loan Documents, whenever made or deemed to have been made.

Effectiveness of Merger. None of Holdings, the Parent Borrower, the Subsidiary Co-Borrowers or the Foreign Subsidiary Revolving Borrowers shall have any rights or obligations hereunder until the consummation of the Merger and any representations and warranties of the Parent Borrower, the Subsidiary Co-Borrowers or the Foreign Subsidiary Revolving Borrowers under the Loan Documents shall not become effective, and no Event of Default may occur, until such time. Upon consummation of the Merger, and without any further action by any Person, each of Holdings, the Parent Borrower, the Subsidiary Co-Borrowers or the Foreign Subsidiary Revolving Borrowers hereby irrevocably and unconditionally (i) assumes and agrees punctually to pay, perform and discharge when due each of the Obligations and each and every debt, covenant and agreement incurred, made or to be paid, performed or discharged by it under the Loan Documents, (ii) agrees to be bound by all the terms, provisions and conditions of the Loan Documents applicable to it and (iii) agrees that it will be responsible for and deemed to have made all of its representations and warranties set forth in the Loan Documents, whenever made or deemed to have been made. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]