Limited Conditionality Provision Clause Samples
Limited Conditionality Provision. Notwithstanding anything in this Commitment Letter, the Fee Letters, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations and warranties relating to the Company and its subsidiaries and respective businesses which shall be a condition to the availability or initial funding of the Credit Facilities on the Closing Date, shall be (i) such of the representations and warranties made in the Merger Agreement by or on behalf of the Company, its affiliates, its subsidiaries or their respective businesses as are material to the interests of the Lenders, but only to the extent that you or your applicable subsidiaries or affiliates have the right to terminate your (or its) obligations under the Merger Agreement or otherwise have the right (taking into account any applicable cure provisions within the Merger Agreement) to decline to consummate the Merger as a result of a failure of a condition resulting from a breach of such representation or warranty in the Merger Agreement (to such extent, the “Specified Merger Agreement Representations”) and (ii) the Specified Representations (as defined below), (b) the terms of the Credit Documentation shall be in a form such that they do not impair the availability or initial funding of the Credit Facilities on the Closing Date if the Exclusive Financing Conditions are satisfied (or waived by the Lead Arranger), it being understood that, to the extent any Collateral (including the creation or perfection of any security interest) is not or cannot be perfected on the Closing Date (other than (i) Collateral in which a security interest can be perfected by filing a UCC financing statement and (ii) a pledge of the capital stock of the Borrower or any material domestic wholly-owned restricted subsidiary thereof with respect to which a lien may be perfected upon closing by the delivery of a stock certificate or equivalent certificate (except, in the case of any stock certificate or equivalent certificate representing equity interests of a material domestic wholly-owned restricted subsidiary of the Company, to the extent stock certificates or equivalent certificates have been received)) after your use of commercially reasonable efforts to do so and without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability or initia...
Limited Conditionality Provision. Notwithstanding anything to the contrary in this Indenture or in the other Note Documents or otherwise, to the extent any Collateral (including the perfection of any security interest therein) is not or cannot be provided on the Issue Date (other than (A) the pledge and perfection of security interests, to the extent required under this Indenture, in the Capital Stock of the Issuers and the Subsidiaries of Parent organized under the laws of the United States, or any state or other sub-division thereof with respect to which a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any, and which have been delivered to Parent under the terms of the Share Purchase Agreement, (B) the pledge and perfection of security interests in Collateral with respect to which a Lien may be perfected by the filing of financing statements under the UCC in the office of the Secretary of State (or equivalent filing office of the relevant state of the respective jurisdiction of organization of the Issuers or any Guarantor) and (C) the pledge and perfection of security interests in Collateral consisting of Intellectual Property (as defined in the Collateral Agreement) held by the Issuers or any Guarantor, with respect to which IP Security Agreements (as defined in the Collateral Agreement) are required to be filed under this Indenture and the Collateral Agreement), in each case after the Issuers’ use of commercially reasonable efforts to do so, then such Collateral may instead be provided as promptly as reasonably practicable after the Issue Date.