Certain Funds Event of Default definition

Certain Funds Event of Default means a Default arising from any of the following provisions (but excluding in any event Defaults with respect to the Target Group):

Certain Funds Event of Default means any circumstance constituting an Event of Default under any of the following Clauses:

Certain Funds Event of Default means, in each case, other than to the extent that such Event of Default relates to, or is made in relation to, circumstances affecting any of Target and its Subsidiaries (the “Target Group”), an Event of Default arising from any of the following:

Examples of Certain Funds Event of Default in a sentence

• On the Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, all respects).

• On such date, immediately before and after giving effect to the making of and application of proceeds of such Loans, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, all respects).

• On the applicable Borrowing Date, immediately before and after giving effect to the making of and application of proceeds of such Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, all respects).

• On the applicable Drawdown Date, no Certain Funds Event of Default has occurred and is continuing or would occur immediately before and after giving effect to the making of and application of proceeds of such Advance, and the Certain Funds Representations are true and correct in all material respects.

• On the RPS Acquisition Closing Date, immediately before and after giving effect to the making of and application of proceeds of the applicable Borrowing, no Certain Funds Event of Default shall have occurred which is continuing and the Certain Funds Representations shall be true and correct in all material respects (or, to the extent qualified by materiality, all respects).

More Definitions of Certain Funds Event of Default

Certain Funds Event of Default means, with respect to the Company and the RPS Buyer only (and not, for the avoidance of doubt, in respect of any obligation to procure that any Subsidiary of the Company (other than the RPS Buyer), the RPS Target or any Subsidiary of the RPS Target take, or refrain from taking, any action and not as a result of any Event of Default that is triggered by any Subsidiary of the Company (other than the RPS Buyer), the RPS Target or any Subsidiary of the RPS Target) any Event of Default under any of Sections 8.01(a)(i) or (ii), 8.01(b) (insofar as it relates to a breach of any Certain Funds Covenant), 8.01(c) (insofar as it relates to a breach of any Certain Funds Covenant), 8.01(d) (insofar as it relates to a breach of any Certain Funds Representation), 8.01(f) (but excluding any Event of Default thereunder caused by a frivolous or vexatious (and in either case, lacking in merit) action, proceeding or petition in respect of which no order or decree in respect of any involuntary case or proceeding shall have been entered), 8.01(g), or 8.01(j) (solely if any provision in any Loan Document shall cease to be in full force and effect and such cessation materially and adversely affects the interests of the Lenders under the Loan Documents taken as a whole or the Company so asserts in writing).

Certain Funds Event of Default means (i) the failure by the Borrower or Parent to keep in full force and effect its legal existence as required by Section 5.03 (assuming notice of such Default had been provided to the Borrower by the Administrative Agent), (ii) a failure by Parent to comply with any covenant in Section 5.10(a), Section 5.10(b), Section 6.09(a) or Section 6.09(c), (iii) the failure by the Borrower to comply with any covenant in Section 6.01, Section 6.02 or Section 6.03, (iv) an Event of Default described under Section 7.01(c) with respect to a Certain Funds Representation made as of the Closing Date, (v) an Event of Default described under Section 7.01(h) or Section 7.01(i) with respect to Parent, the Borrower or any Significant Subsidiary of the Borrower or (vi) an Event of Default described in Section 7.01(m) or Section 7.01(n).

Certain Funds Event of Default means a Default under any of (i) clause (d) or (e) of Article VII in respect of the failure of the Borrower or any of its Subsidiaries, including, for these purposes, the Company or any of its Subsidiaries (but excluding in any event, the Eagle Group) to observe or perform any covenant or agreement contained in Section 5.03 (to the extent relating to the maintenance of such Person’s organizational existence only and assuming notice of such default had been provided to the Borrower by the Administrative Agent), Section 6.01, Section 6.02, Section 6.03, Section 5.10(a), Section 5.10(b) or Section 6.12(a) or (c), (ii) clause (h) or (i) of Article VII (solely with respect to the Borrower, the Company and the Effective Date Guarantors) or (iii) clause (m) (but only to the extent claimed or alleged by the Borrower) or (n) of Article VII.

Certain Funds Event of Default means an Event of Default under any of (i) clause (d) or (e) of Article VIII in respect of the failure of the Dutch Parent Borrower to observe or perform any covenant or agreement contained in Section 5.03 (to the extent relating to the maintenance of such Person’s organizational existence only), Section 6.01, Section 6.02 or Section 6.03 or (ii) clause (g), (h), (i), (m) or (n) of Article VIII solely in respect of the Dutch Parent Borrower. For the avoidance of doubt, a Certain Funds Event of Default shall not apply in respect of or relate to Vion, or any of the assets which comprise all or any part of Vion, or a breach of a procuring obligation with respect to any member of Vion.

Certain Funds Event of Default means (i) the failure by the Borrower or Parent to keep in full force and effect its legal existence as required by Section 5.03 (assuming notice of such Default had been provided to the Borrower by the Administrative Agent),

Certain Funds Event of Default means (with respect to the Borrower and Bidco only and not, for the avoidance of doubt, in respect of any obligation to procure in relation to any other Subsidiary of the Borrower, the Target or any Subsidiary of the Target to take, or refrain from taking, any action) any Event of Default under any of Sections 9.1(1), 9.1(2)(A) and (B) (insofar as it relates to a failure to pay invoiced interest or fees under Sections 4.1 and 4.3(2) of this Agreement or under sections 4 and 5 of the Fee and Syndication Letter (excluding agency fees), 9.1(3) (insofar as it relates to a breach of any Certain Funds Covenant), 9.1(5) (but only insofar as it relates to a breach of any Certain Funds Representation), 9.1(7) (provided that in clause (B) thereof, “any provision” shall be deemed to refer only to “any material provision” and “contested” shall be deemed to refer to “contested in writing” for purposes of this definition, and in clause (C) thereof, “deny” shall be deemed to refer to “deny in writing” for purposes of this definition), 9.1(10), 9.1(11) (but excluding any Event of Default caused by a frivolous or vexatious (and in either case, lacking in merit) action, proceeding or petition in respect of which no order, decree or judgment in respect of such proceeding shall have been entered) and 9.1(13) (insofar as Bidco ceases to be a wholly-owned indirect Subsidiary of the Borrower).

Certain Funds Event of Default means, with respect to the Borrower and Bidco (and not, for the avoidance of doubt, in respect of any obligation to procure that any other Subsidiary of the Borrower, the Target or any other member of the Target Group take, or refrain from taking, any action) any Event of Default under any of Sections 7.01(1)(a), 7.01(1)(b), 7.01(1)(c) (insofar as it relates to a breach of any Certain Funds Representation), 7.01(1)(d) (insofar as it relates to a breach of any Certain Funds Covenant) or 7.01(1)(l).