Common use of IITRI Acquisition and ESOT Transaction Clause in Contracts

IITRI Acquisition and ESOT Transaction. As of the Closing Date and immediately prior to the making of the initial Loans: (A) The Asset Purchase Agreement and the ESOT Transaction Documents are in full force and effect, no material breach, default or waiver of any term or provision thereof by the Borrower or any of its Subsidiaries, which are parties thereto, or, to the best of the Borrower’s knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Administrative Agent) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the IITRI Acquisition or the ESOT Transaction; (B) The representations and warranties of the Borrower contained in the ESOT Stock Purchase Agreement are true and correct in all material respects; and (C) Except as set forth in Schedule 6.18 to this Agreement, all conditions precedent to, and all consents necessary to permit, the funding of the IITRI Acquisition and the ESOT Transaction have been satisfied or waived with the approval of the Administrative Agent (such approval not to be unreasonably withheld).

IITRI Acquisition and ESOT Transaction. As of the Closing Date and immediately prior to the making of the initial Loans: (A) The Asset Purchase Agreement and the ESOT Transaction Documents are in full force and effect, no material breach, default or waiver of any term or provision thereof by the Borrower or any of its Subsidiaries, which are parties thereto, or, to the best of the Borrower’s 's knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Administrative Agent) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the IITRI Acquisition or the ESOT Transaction; (B) The representations and warranties of the Borrower contained in the ESOT Stock Purchase Agreement are true and correct in all material respects; and (C) Except as set forth in Schedule 6.18 to this Agreement, all conditions precedent to, and all consents necessary to permit, the funding of the IITRI Acquisition and the ESOT Transaction have been satisfied or waived with the approval of the Administrative Agent (such approval not to be unreasonably withheld).