Common use of Escrow Assumption Date Clause in Contracts

Escrow Assumption Date. The Escrow Term Loans incurred under the Escrow Term Loan Credit Agreement shall not be assumed by the Borrower or deemed to be outstanding under this Agreement until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02): (a) The Merger and Contribution shall have been, or substantially concurrently with the assumption of the Escrow Term Loans shall be, consummated in accordance with the terms of the Merger Agreement without giving effect to any amendment, change or supplement or waiver of any provision thereof (including any change in the purchase price) in any manner that is materially adverse to the interests of the Term Lenders or the Lead Arranger (in each case in their capacities as such) without the prior written consent (not to be unreasonably withheld or delayed) of JPMorgan Chase Bank, N.A. (b) The Acquisition Agreement Representations (as defined below) and the Specified Representations (as defined below) shall be true and correct in all material respects as of the Escrow Assumption Date. “Acquisition Agreement Representations” shall mean such of the representations made by KCG in the Merger Agreement as are material to the interests of the Term Lenders, but only to the extent that the breach of any such representation would result in (i) Virtu Financial, Inc. or any of its affiliates having the right to terminate its or their obligations under the Merger Agreement (after giving effect to any applicable notice and cure period) or (y) the failure of a condition precedent to Virtu Financial, Inc.’s obligation to consummate the Merger and Contribution pursuant to the Merger Agreement. “Specified Representations” shall mean the representations and warranties set forth in Section 3.01 (limited to the Loan Parties as to existence and corporate power and authority to enter into the Loan Documents), Section 3.02, Section 3.03(b)(i) (limited to the Organizational Documents of the Loan Parties), Section 3.08, Section 3.14(b), Section 3.16, Section 3.19(a), Section 3.19(b), Section 3.19(c) and Section 3.02(b) of the Collateral Agreement (other than with respect to any Collateral (other than to the extent a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code) that is not or cannot reasonably be provided or perfected on the Escrow Assumption Date after the use of the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense).