Limited Conditionality Provision as defined in Section 4.1.
Limited Conditionality Provision means that, to the extent any Collateral (including the grant or perfection of any security interest therein) is not or cannot be provided on the Effective Date (other than the grant and perfection of security interests in (x) assets of the Company and any other Loan Party with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC or (y) Equity Interests, if any, of Grand Design or any wholly-owned Pledge Subsidiary of Grand Design with respect to which a Lien may be perfected by the delivery of certificates representing such Equity Interests (to the extent required to be pledged hereunder and received from the Company after its use of commercially reasonable efforts to do so)) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such Collateral (including the grant or perfection of any security interest therein) shall not constitute a condition precedent to the effectiveness of this Agreement on the Effective Date and, notwithstanding any provisions set forth in Section 5.14 to the contrary, such Collateral shall not be required to be provided (including the grant and perfection of any security interest therein) until the ninetieth (90th) day following the Effective Date (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion).
Limited Conditionality Provision shall have the meaning provided in Section 6.
Examples of Limited Conditionality Provision in a sentence
Subject to the Limited Conditionality Provision, the Administrative Agent shall have received in form and substance reasonably satisfactory to it, evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under the Agreement is in full force and effect.
Subject in all respects to the Limited Conditionality Provision in the last paragraph of this Section 5.2, the Administrative Agent shall have received an original charge registration form (in Hebrew) (“Form 10”), executed and delivered by the Company (and its officers) and in acceptable form for filing with the Israeli Registrar of Companies.
Neither the execution and delivery of the Definitive Agreements by Buyer Parent or Buyer, nor the consummation of the Financing contemplated thereby, nor compliance by Buyer Parent or Buyer with any of the terms or provisions thereof, will result in any breach of, or constitute a default (with or without notice or lapse of time or both) under any debt instruments referred to in the Limited Conditionality Provision (as defined in the Debt Commitment Letter as of the date hereof).
Subject in all respects to the Limited Conditionality Provision in the last paragraph of this Section 5.2, with respect to the Tranche B Term Loan, all documents and instruments necessary to create and perfect a first priority security interest (subject to liens permitted under the Loan Documents) in the Collateral shall have been delivered by the Loan Parties.
Conditions Precedent: The availability of the Term B Facility on the Closing Date will be subject only to (a) the conditions precedent set forth in Section 6 of the Commitment Letter and in Exhibit D, and (b) the accuracy in all material respects (and in all respects if qualified by materiality) of the representations and warranties in the definitive documentation for the Term B Facility (subject to the Limited Conditionality Provision).
More Definitions of Limited Conditionality Provision
Limited Conditionality Provision shall have the meaning assigned to such term in Section 5.2.
Limited Conditionality Provision the provision set forth on Schedule 1.01(e).
Limited Conditionality Provision means that, to the extent any Collateral (including the grant or perfection of any security interest therein) is not or cannot be provided on the Effective Date (other than the grant and perfection of security interests in (x) assets of the Borrower and any other Loan Party with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC or (y) Equity Interests, if any, of Xxxxxx Precision or any wholly-owned Material Domestic Subsidiary of Xxxxxx Precision with respect to which a Lien may be perfected by the delivery of certificates representing such Equity Interests (to the extent required to be pledged hereunder and received from the Borrower after its use of commercially reasonable efforts to do so)) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such Collateral (including the grant or perfection of any security interest therein) shall not constitute a condition precedent to the effectiveness of this Agreement on the Effective Date or to the initial funding of Loans on the Effective Date and, notwithstanding any provisions set forth in Section 5.14 to the contrary, such Collateral shall not be required to be provided (including the grant and perfection of any security interest therein) until the ninetieth (90th) day following the Effective Date (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion).
Limited Conditionality Provision means that, to the extent any Collateral (other than assets of Holdings, the Borrower and domestic Guarantors with respect to which a Lien may be perfected solely by (x) the filing of a financing statement under the Uniform Commercial Code and (y) the delivery of stock certificates and certificated limited liability company interests for the Target and each other Restricted Subsidiary that is a wholly owned Domestic Subsidiary and not an Excluded Subsidiary to the extent delivered to the Borrower by the Target prior to the Second Restatement Effective Date (after the Borrower’s use of commercially reasonable efforts to obtain such certificates)), is not or cannot be perfected on the Second Restatement Effective Date after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, the perfection of such Collateral shall not constitute a condition precedent to the availability of the Tranche B Term Loans on the Second Restatement Effective Date, but such Collateral shall be required to be perfected within 90 days after the Second Restatement Effective Date (subject to extensions as agreed by the Administrative Agent in its reasonable discretion).
Limited Conditionality Provision. For purposes of determining pro forma compliance with any Senior Secured First-Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio, Total Net Leverage Ratio or the Interest Coverage Ratio in the First-Lien Facility, the amount or availability of the Available Amount Basket or any other basket based on Consolidated EBITDA or total assets, or whether a default or event of default has occurred and is continuing, in each case in connection with the consummation of an acquisition or an investment that the Borrower or one or more of its subsidiaries is contractually committed to consummate (it being understood that such commitment may be subject to conditions precedent, which conditions precedent may be amended, satisfied or waived in accordance with the terms of the applicable agreement) and whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such acquisition or investment, a “Limited Conditionality Transaction”), the date of determination shall, at the option of the Borrower, be the time the definitive agreements for such acquisition or investment are entered into after giving pro forma effect to such acquisition or investment and the other transactions to be entered into in connection therewith (including any incurrence of indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable test period, and, for the avoidance of doubt, if any of such ratios or amounts are exceeded as a result of fluctuations in such ratio or amount including due to fluctuations in Consolidated EBITDA of the Borrower or the person subject to such acquisition or investment, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if the Borrower elects to have such determinations occur at the time of entry into such definitive agreement, the indebtedness to be incurred (and any associated lien) shall be deemed incurred at the time of such election (until such time as the indebtedness is actually incurred or the applicable acquisition agreement is terminated without actually consummating the applicable acquisition) and outstanding thereafter for purposes of pro forma compliance with any applicable Senior Secured First-Lien Net Leverage Ratio, Senior Secured N...
Limited Conditionality Provision has the meaning specified in Section 4.1. “Loan Documents” means this Agreement, the Collateral Documents, the Fee Letters, the ABL Intercreditor Agreement, any Acceptable Intercreditor Agreement or any other intercreditor agreement entered into by the Administrative Agent at any time in connection with this Agreement or any Collateral Document, any Note evidencing any Obligations, and any other agreements, instruments, and documents to which one or more Loan Parties is a party that, for any such other agreement, instrument or document entered into after the Agreement Date, expressly states that it is to be treated as a “Loan Document” hereunder, and any amendments, modifications or supplements hereto or any other Loan Document or waivers hereof or to any other Loan Documents. “Loan Parties” means, collectively, the Borrower and each Guarantor. “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. “Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes a long-term liability. “Margin Stock” has the meaning set forth in Regulation U of the FRB. “Master Agreement” has the meaning specified in the definition of “Swap Contract”. “Material Adverse Effect” means the effect of any event or circumstance that, taken in conjunction with other events or circumstances, (a) has a material adverse effect on the business, operations, properties, or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, on the value of the Collateral, taken as a whole, on the enforceability of any Loan Documents, or on the validity or priority of the Administrative Agent’s Liens on any material portion of the Collateral; (b) creates a material impairment on the ability of any Loan Party to perform its obligations under the Loan Documents, including repayment of any Obligations; or (c) has a material adverse effect on the ability of the Administrative Agent or any Lender to enforce or collect the Obligations or to realize upon any material portion of the Collateral. “Material Contract” means any agreement or arrangement to which any Loan Party or Subsidiary thereof is party (other than the Loan Documents) (a) for which breach, termination, nonperformance or failure to renew could 29
Limited Conditionality Provision means that, to the extent any Collateral (including the grant or perfection of any security interest therein) is not or cannot be provided on the Effective Date (other than the grant and perfection of security interests in (x) assets of the Borrower and any other Loan Party with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC or (y) Equity Interests, if any, of Xxxxxx Precision or any wholly-owned Material Domestic Subsidiary of Xxxxxx Precision with respect to which a Lien may be perfected by the delivery of certificates representing such Equity Interests (to the extent required to be pledged hereunder and received from the Borrower after its use of commercially reasonable efforts to do so)) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such Collateral (including the grant or perfection of any security interest therein) shall not constitute a condition precedent to the effectiveness of this Agreement on the Effective Date or to the initial funding