Common use of Pro Forma Closing Date Compliance Certificate Clause in Contracts

Pro Forma Closing Date Compliance Certificate. The Administrative Agent shall have received a duly completed Compliance Certificate, executed by a Financial Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, the consummation of the Transactions and all Borrowings and issuances of Letters of Credit, if any, to occur on the Closing Date and the application of proceeds thereof), but calculated as of the last day of the fiscal quarter ending immediately prior to the Closing Date (such Compliance Certificate, the “Pro Forma Closing Date Compliance Certificate”). For the purpose of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 7.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Appears in 3 contracts

Samples: Assignment and Assumption (Americold Realty Trust), Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)

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Pro Forma Closing Date Compliance Certificate. The Administrative Agent shall have received a duly completed Compliance Certificate, executed by a Financial Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, the consummation of the REIT IPO and the Transactions and all Borrowings and issuances of Letters of Credit, if any, to occur on the Closing Date and the application of proceeds thereof), but calculated as of the last day of the fiscal quarter ending immediately prior to the Closing Date (such Compliance Certificate, the “Pro Forma Closing Date Compliance Certificate”). For the purpose of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 7.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Appears in 1 contract

Samples: Credit Agreement (Americold Realty Trust)

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