Bringdown Date definition

Bringdown Date means each date on which a Loan is advanced pursuant to Section 2.01 and any other date the representations and warranties under the Loan Documents are required to be made (other than the Closing Date).

Bringdown Date means each of the Delayed Draw Note Closing Date, any date on which a Permitted Acquisition is consummated and any other date after the Closing Date when the representations and warranties are required to be made by the Note Parties (including, to the extent set forth therein, any amendment hereto).

Bringdown Date means (i) if the Closing occurs prior to or on the first anniversary of the date of this Agreement, the Closing Date and (ii) if the Closing occurs after the first anniversary of the date of this Agreement, the date that is the first anniversary of the date of this Agreement; provided, that in the event that the Company elects to extend the Outside Date pursuant to Section 7.01(c), then the Bringdown Date shall be the earlier of (A) the Closing Date and (B) the Outside Date (but only to the extent such Outside Date is extended by the Company). For the avoidance of doubt, as an illustration, if the Company elects to extend the initial Outside Date to October 15, 2012 and subsequently, Parent elects to extend the October 15, 2012 to December 15, 2012, the Bringdown Date shall be October 15, 2012 (and not December 15, 2012).

Examples of Bringdown Date in a sentence

• Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a certificate under this Section 3(s), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall provide Agent with a certificate dated the date of the Transaction Notice.

• Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with a Bringdown Comfort Letter under this Section 3(r), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall cause the Auditor, or other independent accountants satisfactory to the Agent, to deliver to the Agent a Bringdown Comfort Letter dated the date of the Transaction Notice.

• Provided, however, the requirement to provide a Bringdown Comfort Letter under this Section 3(r) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date.

• Set forth on Schedule 7.12 is a complete and correct list of all direct and indirect Subsidiaries of the Borrower (as such schedule may be updated on any Bringdown Date).

• Provided, however, the requirement to provide opinions and letters under this Section 3(q)(2) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall terminate as of the date the Company delivers a Transaction Notice hereunder prior to the next occurring Bringdown Date.

More Definitions of Bringdown Date

Bringdown Date means the earlier of (i) the Closing Date and (ii) the date that is the third (3rd) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 5 hereof, other than any (x) conditions set forth in Section 5B(a) and Section 5B(c) and (y) conditions which by their terms are to be performed or satisfied at the Closing, provided that such conditions (in the case of both of the foregoing clauses (x) and (y)) are capable of being performed or satisfied if the Closing were to occur on such date.

Bringdown Date means, for the three month period commencing on the date that is three months after the Effective Date, and for each three month period thereafter until the Termination Date, the first Transaction Date that occurs in such period.

Bringdown Date means each Delayed Draw Note Closing Date, any other date after the Closing Date when the representations and warranties are required to be made by the Note Parties (including, to the extent set forth therein, any amendment hereto), and the Effective Date.

Bringdown Date has the meaning given to that term in Section 7.01.

Bringdown Date means (i) if the Closing occurs prior to or on the first anniversary of the date of this Agreement, the Closing Date and

Bringdown Date means March 30, 2023.

Bringdown Date means the Closing Date; provided, however, if the Closing Date would have occurred but for Section 1.2(a)(i)(B) then the Bringdown Date means the date on which all of the closing conditions set forth in Article VII hereof have been satisfied or waived (other than those conditions that, by their nature or terms, can only be satisfied by actions taken at Closing, but subject to the satisfaction or waiver of such conditions).