Certain Contracts. (a) PIF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC of, all Contracts (collectively, the “PIF Material Contracts”) to which, as of the date of this Agreement, PIF or any of its Consolidated Subsidiaries is a party, or by which PIF or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to: (i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operations; (ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000; (iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole); (iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole; (v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct; (vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SEC Reports; (vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or (viii) any Contract with a Governmental Entity. (b) Each PIF Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary and, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 of the Investment Company Act. Neither PIF nor any of its Consolidated Subsidiaries nor, to PIF’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (SL Investment Corp.), Merger Agreement (North Haven Private Income Fund LLC), Merger Agreement (SL Investment Corp.)
Certain Contracts. (a) PIF SLIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC PIF of, all Contracts (collectively, the “PIF SLIC Material Contracts”) to which, as of the date of this Agreement, PIF SLIC or any of its Consolidated Subsidiaries is a party, or by which PIF SLIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFSLIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF SLIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF SLIC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF SLIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF SLIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF SLIC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF SLIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF SLIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SLIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF SLIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF SLIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF SLIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SLIC SEC Reports;
(vii) any Contract that obligates PIF SLIC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF SLIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF SLIC Material Contract is (x) valid and binding on PIF SLIC or its applicable Consolidated Subsidiary and, to PIFSLIC’s knowledge, each other party thereto, (y) enforceable against PIF SLIC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF SLIC and its Consolidated Subsidiaries, taken as a whole. The PIF SLIC Advisory Agreement has been approved by the PIF SLIC Board and stockholders of PIF SLIC in accordance with Section 15 of the Investment Company Act. Neither PIF SLIC nor any of its Consolidated Subsidiaries nor, to PIFSLIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF SLIC Material Contract other than as would not have a PIF an SLIC Material Adverse Effect. No PIF SLIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF SLIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF SLIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF SLIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF SLIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (SL Investment Corp.), Merger Agreement (North Haven Private Income Fund LLC), Merger Agreement (SL Investment Corp.)
Certain Contracts. (a) PIF HRZN has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC MRCC of, all Contracts (collectively, the “PIF HRZN Material Contracts”) to which, as of the date of this Agreementhereof, PIF HRZN or any of its Consolidated Subsidiaries is a party, or by which PIF HRZN or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFHRZN, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF HRZN or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF HRZN to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF HRZN or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF HRZN or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF HRZN to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF HRZN or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF HRZN and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF HRZN SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF HRZN and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF HRZN and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF HRZN and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF HRZN SEC Reports;
(vii) any Contract that obligates PIF HRZN or any of its Consolidated Subsidiaries to conduct any business that is material to PIF HRZN and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF HRZN Material Contract is (x) valid and binding on PIF HRZN or its applicable Consolidated Subsidiary and, to PIFHRZN’s knowledge, each other party thereto, (y) enforceable against PIF HRZN or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF HRZN and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory investment advisory agreement between HRZN and HRZN Advisor in effect as of the date of this Agreement has been approved by the PIF HRZN Board and stockholders of PIF HRZN in accordance with Section 15 of the Investment Company Act. Neither PIF HRZN nor any of its Consolidated Subsidiaries nor, to PIFHRZN’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF HRZN Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to HRZN. No PIF HRZN Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF HRZN and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF HRZN or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF HRZN Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF HRZN and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (MONROE CAPITAL Corp)
Certain Contracts. (a) PIF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC of, all Contracts (collectively, the “PIF Material Contracts”) to which, as of the date For purposes of this Agreement, PIF or any each of its Consolidated Subsidiaries is a party, or by which PIF or any of its Consolidated Subsidiaries may the following shall be bound, or, deemed to the knowledge of PIF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect toconstitute an "ITI Material Contract":
(i) any Contract contract that is a “material contract” within would be required by the meaning of Item 601(b)(10) rules and regulations of the SEC’s Regulation S-K or that is material SEC to PIF or its financial condition or results of operationsbe filed as an exhibit to any SEC filing;
(ii) other than Contracts entered into in any contract relating to the ordinary course employment of business providing for the obligation or commitment of PIF to provide funding to its portfolio investmentsany employee, and any loans or credit agreements, mortgages, indentures and other agreements and instruments contract pursuant to which any Indebtedness of PIF ITI or any of its Consolidated Subsidiaries subsidiaries is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in an aggregate principal amount respect of salary) in excess of $500,000 is outstanding or may be incurred50,000, or any guarantee by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount annual salary in excess of $500,00050,000, to any current or former employee or director;
(iii) other than Contracts entered into in any contract relating to the ordinary course acquisition, transfer, development, sharing or license of business providing any material ITI Intellectual Property (except for any contract pursuant to which (A) any material ITI Intellectual Property is licensed to ITI or any of its subsidiaries under any third party software license generally available for sale to the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminatepublic, or (B) any material ITI Intellectual Property is not terminable upon notice, without penalty within ninety (90) days or less, licensed by ITI or any Contract that creates or would create of its subsidiaries to any person on a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholenon-exclusive basis);
(iv) except with respect to investments set forth in the PIF SEC Reportsany contract which provides for indemnification of any officer, any partnership, limited liability company, joint venture director or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a wholeemployee;
(v) any non-competition contract creating or non-solicitation Contract relating to any partnership or joint venture or any other Contract that limitssharing of revenues, purports to limitprofits, losses, costs or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conductliabilities;
(vi) any Contract relating to contract that involves the acquisition payment or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess expenditure of $250,000 50,000 or more in any 12-month period or more than $100,000 in the aggregate that may not be terminated by ITI or any of its subsidiaries (individually or together with all related Contractswithout penalty) as to which there are any ongoing obligations or that was entered into on or within sixty (60) days after the Applicable Date other than Contracts entered into in the ordinary course delivery of business with respect to investments set forth in the PIF SEC Reportsa termination notice by ITI or any of its subsidiaries;
(vii) any Contract that obligates PIF contract contemplating or any involving (A) the payment or delivery of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as cash or other consideration in an amount or having a whole, on an exclusive basis with any third partyvalue in excess of $50,000 in the aggregate, or upon consummation (B) the performance of services having a value in excess of $50,000 in the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; oraggregate;
(viii) any Contract contract imposing any restriction on the right or ability of ITI or any of its subsidiaries to (A) compete with any other person, (B) acquire any material product or other material asset or any services from any other person, sell any material product or other material asset to or perform any services for any other person or transact business or deal in any other manner with any other person, or (C) develop or distribute any material technology; and
(ix) any other contract, if a Governmental Entitybreach of such contract could reasonably be expected to have an ITI Material Adverse Effect on ITI or any of its subsidiaries (taken as a whole).
(b) Each PIF ITI Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary andin full force and effect, to PIF’s knowledge, each other party thereto, (y) and is enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms terms.
(subject to the Bankruptcy and Equity Exception)c) None of ITI or any of its subsidiaries has violated or breached, or committed any material default under, any ITI Material Contract. No other person has violated or breached, or committed any material default under, any ITI Material Contract.
(d) No event has occurred, and no circumstance or condition exists, that (zwith or without notice or lapse of time) is in full force and effect other than in each case as would not, individually or in the aggregate, could reasonably be expected to be (i) result in a material to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 of the Investment Company Act. Neither PIF nor any of its Consolidated Subsidiaries nor, to PIF’s knowledge, any other party thereto, is in material violation or breach of any provisions provision of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF ITI Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF by any of ITI or any of its Consolidated Subsidiaries that, with subsidiaries; (ii) give any person the right to declare a material default or without the giving of notice, the lapse of time or both, would constitute a breach or default exercise any material remedy under any PIF ITI Material Contract; (iii) give any person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any ITI Material Contract; (iv) give any person the right to accelerate the maturity or performance of any ITI Material Contract; or (v) give any person the right to cancel or terminate, or modify in any material respect, any ITI Material Contract.
(e) None of ITI or any of its subsidiaries is a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other person other than any of ITI or any of its subsidiaries.
(f) Section 2.17(f) of the ITI Disclosure Schedule provides a list of all ITI Material Contracts (including all amendments thereto). ITI has provided or made available to Lil Marc a copy of each ITI Material Contract other than as would not, individually or (including all amendments thereto) listed in Section 2.17(f) of the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeITI Disclosure Schedule.
Appears in 3 contracts
Sources: Merger Agreement (Lil Marc Inc), Merger Agreement (Lil Marc Inc), Merger Agreement (Lil Marc Inc)
Certain Contracts. (a) PIF MRCC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC HRZN of, all Contracts (collectively, the “PIF MRCC Material Contracts”) to which, as of the date of this Agreementhereof, PIF MRCC or any of its Consolidated Subsidiaries is a party, or by which PIF MRCC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFMRCC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF MRCC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF MRCC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF MRCC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF MRCC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF MRCC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF MRCC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF MRCC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF MRCC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF MRCC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF MRCC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF MRCC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF MRCC SEC Reports;
(vii) any Contract that obligates PIF MRCC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF MRCC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFHRZN, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF MRCC Material Contract is (x) valid and binding on PIF MRCC or its applicable Consolidated Subsidiary and, to PIFMRCC’s knowledge, each other party thereto, (y) enforceable against PIF MRCC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF MRCC and its Consolidated Subsidiaries, taken as a whole. The PIF MRCC Advisory Agreement has been approved by the PIF MRCC Board and stockholders of PIF MRCC in accordance with Section 15 of the Investment Company Act. Neither PIF MRCC nor any of its Consolidated Subsidiaries nor, to PIFMRCC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF MRCC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to MRCC. No PIF MRCC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF MRCC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF MRCC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF MRCC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF MRCC and its Consolidated Subsidiaries, taken as a whole.
Appears in 3 contracts
Sources: Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (Horizon Technology Finance Corp), Merger Agreement (MONROE CAPITAL Corp)
Certain Contracts. (a) PIF OTF II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OTF of, all Contracts (collectively, the “PIF OTF II Material Contracts”) to which, as of the date of this Agreementhereof, PIF OTF II or any of its Consolidated Subsidiaries is a party, or by which PIF OTF II or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFOTF II, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OTF II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OTF II to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OTF II or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OTF II or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OTF II to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF OTF II or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF II and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OTF II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OTF II and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OTF II and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OTF II and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OTF II SEC Reports;
(vii) any Contract that obligates PIF OTF II or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OTF II and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFOTF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OTF II Material Contract is (x) valid and binding on PIF OTF II or its applicable Consolidated Subsidiary and, to PIFOTF II’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF OTF II or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF II and its Consolidated Subsidiaries, taken as a whole. The PIF OTF II Advisory Agreement has been approved by the PIF OTF II Board and stockholders of PIF OTF II in accordance with Section 15 of the Investment Company Act. Neither PIF OTF II nor any of its Consolidated Subsidiaries nor, to PIFOTF II’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OTF II Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OTF II. No PIF OTF II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF II and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OTF II or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OTF II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF II and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Blue Owl Technology Finance Corp. II), Merger Agreement (Blue Owl Technology Finance Corp.)
Certain Contracts. (a) PIF FSIC II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC CCT II, FSIC III and FSIC IV of, all Contracts (collectively, the “PIF FSIC II Material Contracts”) to which, as of the date of this Agreementhereof, PIF FSIC II or any of its Consolidated Subsidiaries is a party, or by which PIF FSIC II or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFFSIC II, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF FSIC II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF FSIC II or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF FSIC II or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF FSIC II or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC II and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF FSIC II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF FSIC II and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF FSIC II and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF FSIC II and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF FSIC II SEC Reports;
(vii) any Contract that obligates PIF FSIC II or any of its Consolidated Subsidiaries to conduct any business that is material to PIF FSIC II and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF FSIC II Material Contract is (x) valid and binding on PIF FSIC II or its applicable Consolidated Subsidiary and, to PIFFSIC II’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC II and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement investment advisory agreement between FSIC II and the Joint Advisor has been approved by the PIF Board of Governors and stockholders of PIF FSIC II in accordance with Section 15 of the Investment Company Act. Neither PIF FSIC II nor any of its Consolidated Subsidiaries nor, to PIFFSIC II’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF FSIC II Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to FSIC II. No PIF FSIC II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC II and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF FSIC II or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF FSIC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC II and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment Corp III), Agreement and Plan of Merger (Corporate Capital Trust II)
Certain Contracts. (a) PIF Such Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC the other parties to this Agreement of, all Contracts (collectively, the “PIF Applicable Material Contracts”) to which, as of the date of this Agreementhereof, PIF such Company or any of its Consolidated Subsidiaries is a party, or by which PIF such Company or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFsuch Company, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF such Company or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF such Company or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF such Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF such Company or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF such Company and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF Applicable SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF such Company and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF such Company and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF such Company and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF Applicable SEC Reports;
(vii) any Contract that obligates PIF such Company or any of its Consolidated Subsidiaries to conduct any business that is material to PIF such Company and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the any Surviving Company or any of their its Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF Material Contract is (x) valid and binding on PIF such Company or its applicable Consolidated Subsidiary and, to PIFsuch Company’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF such Company and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement investment advisory agreement between such Company and the Joint Advisor has been approved by the PIF Board of Governors and stockholders of PIF such Company in accordance with Section 15 of the Investment Company Act. Neither PIF such Company nor any of its Consolidated Subsidiaries nor, to PIFsuch Company’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to such Company. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF such Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF such Company or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF such Company and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment Corp III), Agreement and Plan of Merger (Corporate Capital Trust II)
Certain Contracts. (a) PIF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇Except as set forth in Section 4.14(a) to SLIC of, all Contracts (collectively, of the “PIF Material Contracts”) to whichTarget Disclosure Schedule, as of the date of this Agreementhereof, PIF or neither Target nor any of its Consolidated Subsidiaries is a partyparty to or bound by any contract, arrangement, commitment or by which PIF understanding (whether written or oral) (excluding any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
Target Benefit Plan) (i) any Contract that which is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operations;
the SEC), (ii) which contains a non-compete or client or customer non-solicit requirement or any other than Contracts entered into in provision that materially restricts the ordinary course conduct of any line of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF by Target or any of its Consolidated Subsidiaries or upon consummation of the Merger will materially restrict the ability of the Surviving Company or any of its Subsidiaries to engage in an aggregate principal amount such activities, (iii) with or to a labor union or guild (including any collective bargaining agreement), (iv) that would solely as a result of consummation of the Merger, the Second Step Merger or the Bank Merger require the payment by Target, the Surviving Company, Parent or the Surviving Corporation or any Subsidiary thereof of amounts in excess of $500,000, (v) other than extensions of credit, other banking products offered by Target and its Subsidiaries, derivatives or the Target Leases, which creates future payment obligations of Target or any of its Subsidiaries in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 per annum and that by its terms does not terminate, terminate or is not terminable upon notice, without penalty within ninety (90) upon notice of 60 days or less, or (vi) that grants any Contract that creates right of first refusal, right of first offer or would create a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole);
(iv) except similar right with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in whichassets, rights or the localities in which, any material business properties of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF Material Contract is (x) valid and binding on PIF Target or its applicable Consolidated Subsidiary and, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 Each contract, arrangement, commitment or understanding of the Investment Company Act. Neither PIF type described in this Section 4.14(a) (excluding any Target Benefit Plan), whether or not set forth in the Target Disclosure Schedule, is referred to herein as a “Target Material Contract,” and neither Target nor any of its Consolidated Subsidiaries norknows of, or has received notice of, any default or any violation of the above by any of the other parties thereto which would reasonably be expected to PIFhave, either individually or in the aggregate, a Material Adverse Effect on Target.
(b) In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Target, (i) each Target Material Contract is valid and binding on Target or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Target and each of its Subsidiaries has in all respects performed all obligations required to be performed by it to date under each Target Material Contract, (iii) to Target’s knowledge, any other each third-party theretocounterparty to each Target Material Contract has in all respects performed all obligations required to be performed by it to date under such Target Material Contract, is in material breach of any provisions of and (iv) no event or in default (condition exists which constitutes or, with the giving of after notice or lapse of time or both, would be in default) underwill constitute, and has not taken any action resulting in a default on the termination of, acceleration part of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF Target or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF such Target Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeContract.
Appears in 2 contracts
Sources: Merger Agreement (BNC Bancorp), Merger Agreement (Pinnacle Financial Partners Inc)
Certain Contracts. (a) PIF Parent has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC the Company of, all Contracts (collectivelyin each case, other than any Parent Benefit Plans) (the “PIF Parent Material Contracts”) to which, as of the date of this Agreementhereof, PIF it or any of its Consolidated Subsidiaries is a party, or by which PIF it or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFParent, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i1) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness indebtedness of PIF Parent or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred;
(2) any Contract other than this Agreement, or with (A) any guarantee by PIF or any of its Consolidated Subsidiaries of Parent, (B) any Indebtedness current or former Employee or controlling stockholder of it or except with respect to investments set forth in an aggregate principal amount the Parent SEC Reports or Parent Interim Financials any Affiliate of such Person, or (C) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a Person identified in clause (A) or (B) of this paragraph, in each case in excess of $500,000250,000 (individually or together with all related Contracts);
(iii3) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations obligations, including settlement agreements, in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF Parent or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a wholeParent);
(iv4) except with respect to investments set forth in the PIF Parent SEC ReportsReports or Parent Interim Financials, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF Parent and its Consolidated Subsidiaries, taken as a whole;
(v5) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF Parent and its Consolidated Subsidiaries, Subsidiaries (taken as a whole, ) is or could be conducted or the types of business that PIF Parent and its Consolidated Subsidiaries conducts or may conduct;
(vi6) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date January 1, 2008 other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF Parent SEC ReportsReports or Parent Interim Financials;
(vii7) any Contract that obligates PIF Parent or any of its Consolidated Subsidiaries to conduct any business that is material to PIF Parent and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third partyparty or, or upon consummation of the MergersMerger, will obligate PIFParent, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or;
(viii) 8) any Contract with a Governmental Entity;
(9) any Parent Managed Fund Contract;
(10) any Contract relating to any collateral management, investment advisory or other management or advisory fees in excess of $250,000 per year payable by or to Parent or any of its Consolidated Subsidiaries; or
(11) any other Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to Parent or its financial condition or results of operations.
(b) Each PIF Parent Material Contract is (xi) valid and binding on PIF Parent or its applicable Consolidated Subsidiary and, to PIFParent’s knowledge, each other party thereto, (yii) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (ziii) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 of the Investment Company ActParent. Neither PIF Parent nor any of its Consolidated Subsidiaries nor, to PIFParent’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Parent Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to Parent. No PIF Parent Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a wholeParent. No event has occurred with respect to PIF Parent or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach material breach, violation or default under, give rise to a right of termination, modification, cancellation, foreclosure, prepayment or acceleration under or result in the imposition of a Lien pursuant to, any PIF of the Parent Material Contract Contracts other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a wholeParent.
Appears in 2 contracts
Sources: Merger Agreement (Allied Capital Corp), Merger Agreement (Ares Capital Corp)
Certain Contracts. (a) PIF OTF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OTF II of, all Contracts (collectively, the “PIF OTF Material Contracts”) to which, as of the date of this Agreementhereof, PIF OTF or any of its Consolidated Subsidiaries is a party, or by which PIF OTF or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFOTF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OTF or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OTF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OTF or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OTF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OTF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF OTF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OTF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OTF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OTF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OTF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OTF SEC Reports;
(vii) any Contract that obligates PIF OTF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OTF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OTF Material Contract is (x) valid and binding on PIF OTF or its applicable Consolidated Subsidiary and, to PIFOTF’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF OTF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF and its Consolidated Subsidiaries, taken as a whole. The PIF OTF Advisory Agreement in effect as of the date of this Agreement has been approved by the PIF OTF Board and stockholders of PIF OTF in accordance with Section 15 of the Investment Company Act. Neither PIF OTF nor any of its Consolidated Subsidiaries nor, to PIFOTF’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OTF Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OTF. No PIF OTF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OTF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OTF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OTF and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Blue Owl Technology Finance Corp. II), Merger Agreement (Blue Owl Technology Finance Corp.)
Certain Contracts. (a) PIF GCIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC GBDC of, all Contracts (collectively, the “PIF GCIC Material Contracts”) to which, as of the date of this Agreementhereof, PIF GCIC or any of its Consolidated Subsidiaries is a party, or by which PIF GCIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFGCIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF GCIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF GCIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF GCIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF GCIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF GCIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF GCIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF GCIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF GCIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF GCIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF GCIC SEC Reports;
(vii) any Contract that obligates PIF GCIC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF GCIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFGBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF GCIC Material Contract is (x) valid and binding on PIF GCIC or its applicable Consolidated Subsidiary and, to PIFGCIC’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF GCIC and its Consolidated Subsidiaries, taken as a whole. The PIF GCIC Advisory Agreement has been approved by the PIF GCIC Board and stockholders of PIF GCIC in accordance with Section 15 of the Investment Company Act. Neither PIF GCIC nor any of its Consolidated Subsidiaries nor, to PIFGCIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF GCIC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to GCIC. No PIF GCIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GCIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF GCIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF GCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GCIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (GOLUB CAPITAL INVESTMENT Corp)
Certain Contracts. (a) PIF BCIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC TCPC of, all Contracts (collectively, the “PIF BCIC Material Contracts”) to which, as of the date of this AgreementSigning Date, PIF BCIC or any of its Consolidated Subsidiaries is a party, or by which PIF BCIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFBCIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF BCIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF BCIC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures indentures, hedging Contracts, derivatives Contracts and other agreements and instruments Contracts pursuant to which any Indebtedness of PIF BCIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF BCIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF BCIC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF BCIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF BCIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF BCIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF BCIC SEC Reports;
(vii) any Contract that obligates PIF BCIC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFTCPC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF BCIC Material Contract is (x) valid and binding on PIF BCIC or its applicable Consolidated Subsidiary and, to PIFBCIC’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF BCIC or its such applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole. The PIF BCIC Advisory Agreement has been approved by the PIF BCIC Board and stockholders of PIF BCIC in accordance with Section 15 of the Investment Company Act. Neither PIF BCIC nor any of its Consolidated Subsidiaries nor, to PIFBCIC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF BCIC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to BCIC. No PIF BCIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF BCIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF BCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (BlackRock TCP Capital Corp.), Agreement and Plan of Merger (BlackRock Capital Investment Corp)
Certain Contracts. (a) PIF GBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC GBDC 3 of, all Contracts (collectively, the “PIF GBDC Material Contracts”) to which, as of the date of this Agreementhereof, PIF GBDC or any of its Consolidated Subsidiaries is a party, or by which PIF GBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFGBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF GBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF GBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF GBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF GBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF GBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF GBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF GBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF GBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF GBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF GBDC SEC Reports;
(vii) any Contract that obligates PIF GBDC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF GBDC Material Contract is (x) valid and binding on PIF GBDC or its applicable Consolidated Subsidiary and, to PIFGBDC’s knowledge, each other party thereto, (y) enforceable against PIF GBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory investment advisory agreement between GBDC and GC Advisors in effect as of the date of this Agreement has been approved by the PIF GBDC Board and stockholders of PIF GBDC in accordance with Section 15 of the Investment Company Act. Neither PIF GBDC nor any of its Consolidated Subsidiaries nor, to PIFGBDC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF GBDC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to GBDC. No PIF GBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF GBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF GBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (Golub Capital BDC 3, Inc.)
Certain Contracts. (a) PIF GBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC GCIC of, all Contracts (collectively, the “PIF GBDC Material Contracts”) to which, as of the date of this Agreementhereof, PIF GBDC or any of its Consolidated Subsidiaries is a party, or by which PIF GBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFGBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF GBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF GBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF GBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF GBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF GBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF GBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF GBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF GBDC SEC Reports;
(vii) any Contract that obligates PIF GBDC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF GBDC Material Contract is (x) valid and binding on PIF GBDC or its applicable Consolidated Subsidiary and, to PIFGBDC’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory investment advisory agreement between GBDC and GC Advisors in effect as of the date of this Agreement has been approved by the PIF GBDC Board and stockholders of PIF GBDC in accordance with Section 15 of the Investment Company Act. Neither PIF GBDC nor any of its Consolidated Subsidiaries nor, to PIFGBDC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF GBDC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to GBDC. No PIF GBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF GBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF GBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (GOLUB CAPITAL INVESTMENT Corp)
Certain Contracts. (a) PIF FSIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC CCT of, all Contracts (collectively, the “PIF FSIC Material Contracts”) to which, as of the date of this Agreementhereof, PIF FSIC or any of its Consolidated Subsidiaries is a party, or by which PIF FSIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFFSIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF FSIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF FSIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF FSIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF FSIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF FSIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF FSIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF FSIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF FSIC SEC Reports;
(vii) any Contract that obligates PIF FSIC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF FSIC Material Contract is (x) valid and binding on PIF FSIC or its applicable Consolidated Subsidiary and, to PIFFSIC’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement investment advisory agreement between FSIC and the Joint Advisor has been approved by the PIF Board of Directors and stockholders of PIF FSIC in accordance with Section 15 of the Investment Company Act. Neither PIF FSIC nor any of its Consolidated Subsidiaries nor, to PIFFSIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF FSIC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to FSIC. No PIF FSIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF FSIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF FSIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Corporate Capital Trust, Inc.), Merger Agreement (Corporate Capital Trust, Inc.)
Certain Contracts. (a) PIF MMLC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC GSBD of, all Contracts (collectively, the “PIF MMLC Material Contracts”) to which, as of the date of this Agreementhereof, PIF MMLC or any of its Consolidated Subsidiaries is a party, or by which PIF MMLC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFMMLC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF MMLC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF MMLC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF MMLC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF MMLC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF MMLC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF MMLC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF MMLC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF MMLC SEC Reports;
(vii) any Contract that obligates PIF MMLC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF MMLC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIFGSBD, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF MMLC Material Contract is (x) valid and binding on PIF MMLC or its applicable Consolidated Subsidiary and, to PIFMMLC’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC and its Consolidated Subsidiaries, taken as a whole. The PIF MMLC Advisory Agreement has been approved by the PIF MMLC Board and stockholders of PIF MMLC in accordance with Section 15 of the Investment Company Act. Neither PIF MMLC nor any of its Consolidated Subsidiaries nor, to PIFMMLC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF MMLC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to MMLC. No PIF MMLC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF MMLC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF MMLC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Goldman Sachs BDC, Inc.), Merger Agreement (Goldman Sachs BDC, Inc.)
Certain Contracts. (a) PIF MMLC II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC GSCR of, all Contracts (collectively, the “PIF MMLC II Material Contracts”) to which, as of the date of this Agreement, PIF MMLC II or any of its Consolidated Subsidiaries Subsidiary is a party, or by which PIF MMLC II or any of its Consolidated Subsidiaries Subsidiary may be bound, or, to the knowledge of PIFMMLC II, to which it or any of its Consolidated Subsidiaries Subsidiary or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF MMLC II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF MMLC II to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF MMLC II or any of its Consolidated Subsidiaries Subsidiary in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF MMLC II or any of its Consolidated Subsidiaries Subsidiary of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF MMLC II to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF MMLC II or its Consolidated Subsidiaries Subsidiary (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole);
(iv) except with respect to investments set forth in the PIF MMLC II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole, is or could be conducted or the types of business that PIF MMLC II and its Consolidated Subsidiaries Subsidiary conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the MMLC II Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF MMLC II SEC Reports;
(vii) any Contract that obligates PIF MMLC II or any of its Consolidated Subsidiaries Subsidiary to conduct any business that is material to PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFGSCR, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF MMLC II Material Contract is (x) valid and binding on PIF MMLC II or its applicable Consolidated Subsidiary and, to PIFMMLC II’s knowledge, each other party thereto, (y) enforceable against PIF MMLC II or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole. The PIF MMLC II Advisory Agreement has been approved by the PIF MMLC II Board and stockholders of PIF MMLC II in accordance with Section 15 of the Investment Company Act. Neither PIF MMLC II nor any of its Consolidated Subsidiaries Subsidiary nor, to PIFMMLC II’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF MMLC II Material Contract other than as would not have a PIF MMLC II Material Adverse Effect. No PIF MMLC II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole. No event has occurred with respect to PIF MMLC II or any of its Consolidated Subsidiaries Subsidiary that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF MMLC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Goldman Sachs Private Credit Corp.), Merger Agreement (Goldman Sachs Middle Market Lending Corp. II)
Certain Contracts. (a) PIF CCT has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC FSIC of, all Contracts (collectively, the “PIF CCT Material Contracts”) to which, as of the date of this Agreementhereof, PIF CCT or any of its Consolidated Subsidiaries is a party, or by which PIF CCT or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFCCT, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF CCT or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF CCT or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF CCT or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF CCT or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF CCT SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF CCT and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF CCT and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF CCT and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF CCT SEC Reports;
(vii) any Contract that obligates PIF CCT or any of its Consolidated Subsidiaries to conduct any business that is material to PIF CCT and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFFSIC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF CCT Material Contract is (x) valid and binding on PIF CCT or its applicable Consolidated Subsidiary and, to PIFCCT’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement investment advisory agreement between CCT and the Joint Advisor has been approved by the PIF Board of Directors and stockholders of PIF CCT in accordance with Section 15 of the Investment Company Act. Neither PIF CCT nor any of its Consolidated Subsidiaries nor, to PIFCCT’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF CCT Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to CCT. No PIF CCT Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF CCT or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF CCT Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (Corporate Capital Trust, Inc.), Merger Agreement (Corporate Capital Trust, Inc.)
Certain Contracts. (a) PIF has Previously Disclosed Except as publicly disclosed in the Dime Reports filed prior to the date hereof or as set forth in Section 4.14(a) of the Dime Disclosure Schedule, neither Dime nor any of its Subsidiaries is a complete and accurate list ofparty to or is bound by any contract, and true and complete copies have been delivered arrangement, commitment or made available understanding (including via E▇▇▇▇whether written or oral) (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to SLIC of, all Contracts (collectively, the “PIF Material Contracts”) to which, as of be performed after the date of this Agreement, PIF (ii) which materially limits the freedom of Dime or any of its Consolidated Subsidiaries is a partyto compete in any material line of business, in any geographic area or with any person, or by which PIF requires exclusive referrals of material business or requires Dime or any of its Consolidated Subsidiaries may be boundto make available investment opportunities of a material nature or magnitude to any person on a priority or exclusive basis, oror (iii) with or to a labor union or guild (including any collective bargaining agreement). Each contract, arrangement, commitment or understanding of the type described in this Section 4.14(a), whether or not publicly disclosed in the Dime Reports filed prior to the knowledge date hereof or set forth in Section 4.14(a) of PIFthe Dime Disclosure Schedule, is referred to which it or herein as a "Dime Contract", and neither Dime nor any of its Consolidated Subsidiaries knows of, or their respective assets or properties may be subjecthas received notice of, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) violation of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF or above by any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) the other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would notparties thereto which, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, would have or would reasonably be expected to limit have a Material Adverse Effect on Dime. Dime has made available all contracts which involved payments by Dime or any of its Subsidiaries in each case in fiscal year 2000 of more than $700,000 or which could reasonably be expected to involve payments during fiscal year 2001 of more than $700,000, other than any material respect the manner in which, such contract that is terminable at will on 60 days or the localities in which, any material business less notice without payment of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value penalty in excess of $250,000 (individually or together with all related Contracts) as to which there are 125,000 and other than any ongoing obligations or that was contract entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business date hereof that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation permitted under the provisions of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental EntitySection 6.2.
(b) Each PIF Material Except as set forth in Section 4.14(b) of the Dime Disclosure Schedule, (i) each Dime Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary and, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy Dime and Equity Exception), and (z) is in full force and effect effect, and, to the knowledge of Dime, is valid and binding on the other than parties thereto, (ii) Dime and each of its Subsidiaries has in each case as would not, individually or in the aggregate, reasonably be expected all material respects performed all obligations required to be material performed by it to PIF date under each Dime Contract, and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 of the Investment Company Act. Neither PIF nor any of its Consolidated Subsidiaries nor, to PIF’s knowledge, any other party thereto, is in material breach of any provisions of (iii) no event or in default (condition exists which constitutes or, with the giving of after notice or lapse of time or both, would constitute a material default on the part of Dime or any of its Subsidiaries under any such Dime Contract, except, in each case, where such invalidity, failure to be in binding, failure to so perform or default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, would not have or reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as have a whole. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeAdverse Effect on Dime.
Appears in 2 contracts
Sources: Merger Agreement (Dime Bancorp Inc), Merger Agreement (Washington Mutual Inc)
Certain Contracts. (a) PIF FSIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC CCT of, all Contracts (collectively, the “PIF FSIC Material Contracts”) to which, as of the date of this Agreementhereof, PIF FSIC or any of its Consolidated Subsidiaries is a party, or by which PIF FSIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFFSIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF FSIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF FSIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF FSIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF FSIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF FSIC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF FSIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF FSIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF FSIC SEC Reports;
(vii) any Contract that obligates PIF FSIC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF FSIC Material Contract is (x) valid and binding on PIF FSIC or its applicable Consolidated Subsidiary and, to PIFFSIC’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement investment advisory agreement between FSIC and the Joint Advisor has been approved by the PIF Board of Directors and stockholders of PIF FSIC in accordance with Section 15 of the Investment Company Act. Neither PIF FSIC nor any of its Consolidated Subsidiaries nor, to PIFFSIC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF FSIC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to FSIC. No PIF FSIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF FSIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF FSIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment CORP), Agreement and Plan of Merger (FS Investment CORP)
Certain Contracts. (a) PIF CCT has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC FSIC of, all Contracts (collectively, the “PIF CCT Material Contracts”) to which, as of the date of this Agreementhereof, PIF CCT or any of its Consolidated Subsidiaries is a party, or by which PIF CCT or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFCCT, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF CCT or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF CCT or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF CCT or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF CCT or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF CCT SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF CCT and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF CCT and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF CCT and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF CCT SEC Reports;
(vii) any Contract that obligates PIF CCT or any of its Consolidated Subsidiaries to conduct any business that is material to PIF CCT and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFFSIC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF CCT Material Contract is (x) valid and binding on PIF CCT or its applicable Consolidated Subsidiary and, to PIFCCT’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement investment advisory agreement between CCT and the Joint Advisor has been approved by the PIF Board of Directors and stockholders of PIF CCT in accordance with Section 15 of the Investment Company Act. Neither PIF CCT nor any of its Consolidated Subsidiaries nor, to PIFCCT’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF CCT Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to CCT. No PIF CCT Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF CCT or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF CCT Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF CCT and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (FS Investment CORP), Agreement and Plan of Merger (FS Investment CORP)
Certain Contracts. (a) PIF GSBD has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC MMLC of, all Contracts (collectively, the “PIF GSBD Material Contracts”) to which, as of the date of this Agreementhereof, PIF GSBD or any of its Consolidated Subsidiaries is a party, or by which PIF GSBD or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFGSBD, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF GSBD or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF GSBD or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF GSBD or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF GSBD or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF GSBD and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF GSBD SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF GSBD and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF GSBD and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF GSBD and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF GSBD SEC Reports;
(vii) any Contract that obligates PIF GSBD or any of its Consolidated Subsidiaries to conduct any business that is material to PIF GSBD and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF GSBD Material Contract is (x) valid and binding on PIF GSBD or its applicable Consolidated Subsidiary and, to PIFGSBD’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF GSBD and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory investment management agreement between GSBD and GSAM in effect as of the date of this Agreement has been approved by the PIF GSBD Board and stockholders of PIF GSBD in accordance with Section 15 of the Investment Company Act. Neither PIF GSBD nor any of its Consolidated Subsidiaries nor, to PIFGSBD’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF GSBD Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to GSBD. No PIF GSBD Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GSBD and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF GSBD or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF GSBD Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GSBD and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Goldman Sachs BDC, Inc.), Merger Agreement (Goldman Sachs BDC, Inc.)
Certain Contracts. (a) PIF GBDC 3 has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC GBDC of, all Contracts (collectively, the “PIF GBDC 3 Material Contracts”) to which, as of the date of this Agreementhereof, PIF GBDC 3 or any of its Consolidated Subsidiaries is a party, or by which PIF GBDC 3 or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFGBDC 3, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF GBDC 3 or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF GBDC 3 to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF GBDC 3 or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF GBDC 3 or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF GBDC 3 to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF GBDC 3 or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF GBDC 3 SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF GBDC 3 and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF GBDC 3 SEC Reports;
(vii) any Contract that obligates PIF GBDC 3 or any of its Consolidated Subsidiaries to conduct any business that is material to PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFGBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF GBDC 3 Material Contract is (x) valid and binding on PIF GBDC 3 or its applicable Consolidated Subsidiary and, to PIFGBDC 3’s knowledge, each other party thereto, (y) enforceable against PIF GBDC 3 or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole. The PIF GBDC 3 Advisory Agreement has been approved by the PIF GBDC 3 Board and stockholders of PIF GBDC 3 in accordance with Section 15 of the Investment Company Act. Neither PIF GBDC 3 nor any of its Consolidated Subsidiaries nor, to PIFGBDC 3’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF GBDC 3 Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to GBDC 3. No PIF GBDC 3 Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF GBDC 3 or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF GBDC 3 Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF GBDC 3 and its Consolidated Subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Merger Agreement (GOLUB CAPITAL BDC, Inc.), Merger Agreement (Golub Capital BDC 3, Inc.)
Certain Contracts. (a) PIF OCSI has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OCSL of, all Contracts (collectively, the “PIF OCSI Material Contracts”) to which, as of the date of this Agreementhereof, PIF OCSI or any of its Consolidated Subsidiaries is a party, or by which PIF OCSI or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFOCSI, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OCSI or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OCSI or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OCSI or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF OCSI or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OCSI and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OCSI SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OCSI and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OCSI and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OCSI and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OCSI SEC Reports;
(vii) any Contract that obligates PIF OCSI or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OCSI and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFOCSL, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OCSI Material Contract is (x) valid and binding on PIF OCSI or its applicable Consolidated Subsidiary and, to PIFOCSI’s knowledge, each other party thereto, (y) enforceable against PIF OCSI or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OCSI and its Consolidated Subsidiaries, taken as a whole. The PIF OCSI Advisory Agreement has been approved by the PIF OCSI Board and stockholders of PIF OCSI in accordance with Section 15 of the Investment Company Act. Neither PIF OCSI nor any of its Consolidated Subsidiaries nor, to PIFOCSI’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OCSI Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OCSI. No PIF OCSI Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OCSI and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OCSI or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OCSI Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OCSI and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF OBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OBDE of, all Contracts (collectively, the “PIF OBDC Material Contracts”) to which, as of the date of this Agreementhereof, PIF OBDC or any of its Consolidated Subsidiaries is a party, or by which PIF OBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFOBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF OBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OBDC SEC Reports;
(vii) any Contract that obligates PIF OBDC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OBDC Material Contract is (x) valid and binding on PIF OBDC or its applicable Consolidated Subsidiary and, to PIFOBDC’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF OBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole. The PIF OBDC Advisory Agreement in effect as of the date of this Agreement has been approved by the PIF OBDC Board and stockholders of PIF OBDC in accordance with Section 15 of the Investment Company Act. Neither PIF OBDC nor any of its Consolidated Subsidiaries nor, to PIFOBDC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OBDC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OBDC. No PIF OBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF FSK has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC FSKR of, all Contracts (collectively, the “PIF FSK Material Contracts”) to which, as of the date of this Agreementhereof, PIF FSK or any of its Consolidated Subsidiaries is a party, or by which PIF FSK or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFFSK, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF FSK or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF FSK or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF FSK or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF FSK or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSK and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF FSK SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF FSK and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF FSK and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF FSK and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF FSK SEC Reports;
(vii) any Contract that obligates PIF FSK or any of its Consolidated Subsidiaries to conduct any business that is material to PIF FSK and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF FSK Material Contract is (x) valid and binding on PIF FSK or its applicable Consolidated Subsidiary and, to PIFFSK’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSK and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory investment advisory agreement between FSK and the Joint Advisor in effect as of the date of this Agreement has been approved by the PIF FSK Board and stockholders of PIF FSK in accordance with Section 15 of the Investment Company Act. Neither PIF FSK nor any of its Consolidated Subsidiaries nor, to PIFFSK’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF FSK Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to FSK. No PIF FSK Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSK and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF FSK or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF FSK Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSK and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF SLRC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC SUNS of, all Contracts (collectively, the “PIF SLRC Material Contracts”) to which, as of the date of this Agreementhereof, PIF SLRC or any of its Consolidated Subsidiaries is a party, or by which PIF SLRC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFSLRC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF SLRC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF SLRC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF SLRC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF SLRC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF SLRC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SLRC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF SLRC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF SLRC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF SLRC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SLRC SEC Reports;
(vii) any Contract that obligates PIF SLRC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF SLRC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF SLRC Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary SLRC and, to PIFSLRC’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeSLRC. The PIF Advisory investment advisory agreement between SLRC and SCP in effect as of the date of this Agreement has been approved by the PIF SLRC Board and stockholders of PIF SLRC in accordance with Section 15 of the Investment Company Act. Neither PIF SLRC nor any of its Consolidated Subsidiaries nor, to PIFSLRC’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF SLRC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to SLRC. No PIF SLRC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeSLRC. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries SLRC that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF SLRC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeSLRC.
Appears in 1 contract
Certain Contracts. (a) PIF has Previously Disclosed Except as set forth in Section 3.16(a) of the Acquiror Disclosure Schedule and except for Contracts with customers other than the Contracts with the largest 25 customers for the fiscal year ended December 31, 2009 (determined on the basis of the expected total dollar amount of net sales) if applicable, neither Acquiror nor any of its Subsidiaries is a complete and accurate list of, and true and complete copies have been delivered party to or made available bound by any Contract that: (including via E▇▇▇▇i) involves or would reasonably be expected to SLIC of, all Contracts (collectively, the “PIF Material Contracts”) to which, involve aggregate future payments by Acquiror and/or its Subsidiaries in excess of $5,000,000 or its foreign currency equivalent as of the date of this Agreement, PIF Agreement or any aggregate future payments to Acquiror and/or its Subsidiaries in excess of $5,000,000 or its Consolidated Subsidiaries is a party, or by which PIF or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) foreign currency equivalent as of the SEC’s Regulation S-K or that is material to PIF or date of this Agreement (excluding purchase orders received and accepted by Acquiror and/or its financial condition or results of operations;
(ii) other than Contracts entered into Subsidiaries in the ordinary course of business providing for consistent with past practice), (ii) would be required to be filed with the obligation or commitment SEC under Item 601 of PIF to provide funding to its portfolio investmentsRegulation S-K of the Exchange Act if Acquiror was subject thereto, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing provides for the obligation or commitment of PIF otherwise relates to provide funding to its portfolio investmentsjoint venture, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminatepartnership, strategic alliance or is not terminable upon noticesimilar arrangements, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole;
(v) contains any non-competition competition, exclusivity, confidentiality or non-solicitation Contract or any other Contract obligation that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities geographic areas in which, the business of Acquiror or any of its Subsidiaries may be conducted or, after the Effective Time, would have the effect of limiting in any material respect the manner in which, or the geographic areas in which, the business of PIF Company or any of its Subsidiaries may be conducted; (v) constitutes or provides for indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Acquiror or any of its Subsidiaries or commitments for the borrowing or the lending by Acquiror or any of its Subsidiaries of amounts in excess of $1,000,000; (vi) is a license of Intellectual Property Rights to or from Acquiror or any of its Subsidiaries that is material to the business of Acquiror or any of its Subsidiaries; (vii) with any labor union, labor organization or works council; or (viii) contains any type of provision that becomes applicable due to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, but, in the case of this subclause (viii), excluding those Contracts that contain provisions that relate solely to the payment of a monetary amount of less than $5,000,000; or (ix) is material to Acquiror and its Consolidated Subsidiaries, Subsidiaries taken as a whole, is irrespective of amount or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entityduration.
(b) Each PIF Material Acquiror Contract is (x) valid and binding on PIF or Acquiror and/or its applicable Consolidated Subsidiary andSubsidiaries, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception)as applicable, and (z) is in full force and effect effect. Each of Acquiror and its Subsidiaries and, to the knowledge of Acquiror, the other than Person or Persons thereto has in all material respects performed all of its obligations required to be performed by it under each case as would notAcquiror Contract, except for instances of noncompliance where neither the costs to comply nor the failure to comply, individually or in the aggregate, would reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as have a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 Material Adverse Effect on Acquiror.
(c) As of the Investment Company Act. Neither PIF nor date of this Agreement, no customer of Acquiror or any of its Consolidated Subsidiaries nor, to PIF’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would notthat, individually or in the aggregateaggregate with its Affiliates, reasonably be expected to be material to PIF accounted for 1.0% or more of the consolidated revenues of Acquiror and its Consolidated SubsidiariesSubsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Acquiror or any Subsidiary of Acquiror. As of the date of this Agreement, taken as a whole. No event has occurred with respect to PIF no group of customers of Acquiror or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF accounted for 3.0% or more of the consolidated revenues of Acquiror and its Consolidated Subsidiaries, taken as a wholeSubsidiaries during the 12-month period preceding the date of this Agreement has cancelled or otherwise terminated its relationship with Acquiror or any Subsidiary of Acquiror.
Appears in 1 contract
Certain Contracts. (a) PIF OCSL has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OCSI of, all Contracts (collectively, the “PIF OCSL Material Contracts”) to which, as of the date of this Agreementhereof, PIF OCSL or any of its Consolidated Subsidiaries is a party, or by which PIF OCSL or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFOCSL, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OCSL or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OCSL or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OCSL or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF OCSL or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OCSL and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OCSL SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OCSL and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OCSL and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OCSL and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OCSL SEC Reports;
(vii) any Contract that obligates PIF OCSL or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OCSL and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OCSL Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary OCSL and, to PIFOCSL’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeOCSL. The PIF Advisory investment advisory agreement between OCSL and OFA in effect as of the date of this Agreement has been approved by the PIF OCSL Board and stockholders of PIF OCSL in accordance with Section 15 of the Investment Company Act. Neither PIF OCSL nor any of its Consolidated Subsidiaries nor, to PIFOCSL’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OCSL Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OCSL. No PIF OCSL Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeOCSL. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries OCSL that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OCSL Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeOCSL.
Appears in 1 contract
Certain Contracts. (a) PIF has Previously Disclosed Except as entered into after the date hereof in accordance with the provisions of Section 5.1, there are no outstanding commitments, contracts, agreements or understandings to which CDM is a complete party or by which CDM is bound that: (i) involve commitments by CDM for terms of 12 months or longer that involve annualized payments by CDM of more than $500,000, (ii) involve payment or receipt by CDM of more than $1,000,000 in the aggregate (and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC of, all Contracts (collectively, in the “PIF Material Contracts”) to which, as case of the date of this Agreementforegoing clauses (i) and (ii), PIF are not terminable by their terms, without penalty, on 30 days or less notice), (iii) contain a covenant not to compete restricting CDM or any of its Consolidated Subsidiaries is a partyAffiliates from competing or engaging in any line of business; (iv) under which CDM has (A) created, incurred, assumed or by which PIF guaranteed (or any of its Consolidated Subsidiaries may be boundcreate, orincur, to the knowledge of PIF, to which it assume or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(iguarantee) any Contract that is a “material contract” within indebtedness for borrowed money, any obligations evidenced by bonds, debentures, notes or similar instruments, any obligations to pay the meaning deferred purchase price of Item 601(b)(10) of the SEC’s Regulation S-K property or that is material to PIF or its financial condition or results of operations;
(ii) services, except trade accounts payable and other than Contracts entered into current liabilities arising in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investmentsbusiness, any loans obligations under capitalized leases, any obligations, contingent or otherwise, or under acceptance credit, letters of credit agreementsor similar facilities(collectively, mortgages“Indebtedness”), indentures and (B) granted a Lien (other agreements and instruments pursuant than a Permitted Lien) on its assets, whether tangible or intangible, to which secure such Indebtedness, or agreed to any Indebtedness of PIF restriction or limitation on distributions, dividends or return on equity, or extended credit to any of its Consolidated Subsidiaries Person in an aggregate principal amount amount, individually or in the aggregate, in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF or any 100,000 of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
committed credit (iii) other than Contracts entered into excluding trade receivables in the ordinary course of business providing for the obligation business) or commitment (C) any indemnity, any guaranty of PIF performance or any agreement to provide funding credit support or otherwise make capital contributions, loans or advances with respect to its portfolio investmentsthe obligations of any third party; (v) relate to the purchase or sale of any business, any Contract that creates future payment obligations in excess corporation, partnership, joint venture or other business organization; (vi) involve h▇▇▇▇▇, swaps, fixed priced commitments or other derivatives; (vii) are with an Affiliate of $250,000 and that by its terms does not terminateCDM or with a director, or is not terminable upon noticeofficer, without penalty within ninety (90) days or lessmember, partner of CDM or any Contract that creates or would create a Lien on any asset of PIF or its Consolidated Subsidiaries Affiliates; (other than Liens consisting of restrictions on transfer agreed viii) are between CDM and CDM MAX, LLC; (ix) are otherwise material to in respect of investments CDM and were not entered into in the ordinary course of business or as the loss of which would notreasonably be expected to have a CDM Material Adverse Effect; (x) relate to any CDM Real Property; (xi) constitute Compression Operating Leases; or (xii) any amendment, supplement, restatement or other modification relating to any of the foregoing (collectively, the “CDM Material Contracts”).
(b) As of the date of this Agreement, each CDM Material Contract is in full force and effect, and CDM has in all material respects performed all obligations required to be performed by it to date under each CDM Material Contract to which it is party. CDM (x) does not know of, nor has it received written notice of, any material breach of or violation or default under (nor, to the knowledge of CDM, does there exist any condition that with the passage of contractual grace or cure periods or the giving of notice or both would result in such a violation or default by CDM or any other party under) any CDM Material Contract and (y) has not received written notice of the desire of the other party or parties to any such CDM Material Contract to exercise any rights such party has to cancel, terminate or repudiate such contract or to exercise remedies thereunder. Each CDM Material Contract is enforceable against CDM and, to CDM’s knowledge, against each other party thereto, in each case in accordance with the terms of such CDM Material Contract, subject in all instances to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity, except where such unenforceability does not constitute, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary and, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 of the Investment Company Act. Neither PIF nor any of its Consolidated Subsidiaries nor, to PIF’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF CDM Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF FSKR has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC FSK of, all Contracts (collectively, the “PIF FSKR Material Contracts”) to which, as of the date of this Agreementhereof, PIF FSKR or any of its Consolidated Subsidiaries is a party, or by which PIF FSKR or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFFSKR, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF FSKR or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF FSKR or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF FSKR or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF FSKR or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSKR and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF FSKR SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF FSKR and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF FSKR and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF FSKR and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF FSKR SEC Reports;
(vii) any Contract that obligates PIF FSKR or any of its Consolidated Subsidiaries to conduct any business that is material to PIF FSKR and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIFFSK, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF FSKR Material Contract is (x) valid and binding on PIF FSKR or its applicable Consolidated Subsidiary and, to PIFFSKR’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSKR and its Consolidated Subsidiaries, taken as a whole. The PIF FSKR Advisory Agreement has been approved by the PIF FSKR Board and stockholders of PIF FSKR in accordance with Section 15 of the Investment Company Act. Neither PIF FSKR nor any of its Consolidated Subsidiaries nor, to PIFFSKR’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF FSKR Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to FSKR. No PIF FSKR Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSKR and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF FSKR or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF FSKR Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF FSKR and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF OBDC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OBDC II of, all Contracts (collectively, the “PIF OBDC Material Contracts”) to which, as of the date of this Agreementhereof, PIF OBDC or any of its Consolidated Subsidiaries is a party, or by which PIF OBDC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFOBDC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OBDC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OBDC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OBDC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF OBDC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OBDC SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OBDC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OBDC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OBDC SEC Reports;
(vii) any Contract that obligates PIF OBDC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OBDC Material Contract is (x) valid and binding on PIF OBDC or its applicable Consolidated Subsidiary and, to PIFOBDC’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF OBDC or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole. The PIF OBDC Advisory Agreement in effect as of the date of this Agreement has been approved by the PIF OBDC Board and stockholders of PIF OBDC in accordance with Section 15 of the Investment Company Act. Neither PIF OBDC nor any of its Consolidated Subsidiaries nor, to PIFOBDC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OBDC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OBDC. No PIF OBDC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OBDC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OBDC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF SUNS has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC SLRC of, all Contracts (collectively, the “PIF SUNS Material Contracts”) to which, as of the date of this Agreementhereof, PIF SUNS or any of its Consolidated Subsidiaries is a party, or by which PIF SUNS or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFSUNS, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF SUNS or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF SUNS or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF SUNS or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF SUNS or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF SUNS and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SUNS SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF SUNS and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF SUNS and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF SUNS and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SUNS SEC Reports;
(vii) any Contract that obligates PIF SUNS or any of its Consolidated Subsidiaries to conduct any business that is material to PIF SUNS and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIFSLRC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF SUNS Material Contract is (x) valid and binding on PIF SUNS or its applicable Consolidated Subsidiary and, to PIFSUNS’s knowledge, each other party thereto, (y) enforceable against PIF SUNS or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF SUNS and its Consolidated Subsidiaries, taken as a whole. The PIF SUNS Advisory Agreement has been approved by the PIF SUNS Board and stockholders of PIF SUNS in accordance with Section 15 of the Investment Company Act. Neither PIF SUNS nor any of its Consolidated Subsidiaries nor, to PIFSUNS’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF SUNS Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to SUNS. No PIF SUNS Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF SUNS and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF SUNS or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF SUNS Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF SUNS and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF CSL has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC CSL III of, all Contracts (collectively, the “PIF CSL Material Contracts”) to which, as of the date of this Agreementhereof, PIF CSL or any of its Consolidated Subsidiaries is a party, or by which PIF CSL or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFCSL, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF CSL or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF CSL or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 1,000,000 is outstanding or may be incurred, or any guarantee by PIF CSL or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,0001,000,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 500,000 as of July 28, 2024 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF CSL or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a wholeCSL);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF CSL and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 500,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF CSL SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viiivi) any Contract with a Governmental Entity.
(b) Each PIF CSL Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary CSL and, to PIFCSL’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a wholeCSL. The PIF Advisory investment advisory agreement between CSL and CGCIM in effect as of the date of this Agreement has been approved by the PIF CSL Board and stockholders of PIF CSL in accordance with Section 15 of the Investment Company Act. Neither PIF CSL nor any of its Consolidated Subsidiaries nor, to PIFCSL’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF CSL Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to CSL. No PIF CSL Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated SubsidiariesCSL. As of the date of this Agreement, taken as a whole. No no event has occurred with respect to PIF or any of its Consolidated Subsidiaries CSL that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF CSL Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to PIF and its Consolidated Subsidiaries, taken as a wholeCSL.
Appears in 1 contract
Certain Contracts. Neither the Company nor any Company Subsidiary is a party to or bound by any contract, arrangement or commitment (aother than those imposed by Law) PIF (i) with respect to the employment of any directors, executive officers or key employees, or with any individuals who are consultants or independent directors involving the payment of $150,000 or more per annum (in each case, other than those that are terminable by the Company or a Company Subsidiary without cost or penalty upon 60 or fewer days' notice), (ii) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) that has Previously Disclosed not been filed as an exhibit to or incorporated by reference in the Company SEC Documents, (iii) which limits in any material way the ability of the Company or any Company Subsidiary to compete in any line of business, in any geographic area or with any person or which requires referrals of any material business or requires the Company or any of its affiliates to make available investment opportunities to any person on a complete priority, equal or exclusive basis, (iv) that is a collective bargaining agreement or similar agreement, (v) any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (vi) for the distribution or resale of the products of the Company or any Company Subsidiary that commits the Company or any Company Subsidiary for more than one year after the Closing Date and accurate list ofinvolves the payment of more than $500,000 per year in any one case, (vii) with respect to indebtedness for borrowed money, including letters of credit, guaranties, indentures, swaps and similar agreements, in excess of $100,000 in any one case, and true and complete copies have been delivered (viii) with respect to capital expenditures or made available (including via E▇▇▇▇) commitments for such expenditures in excess of $100,000 in any one case that are not provided for in the capital expenditures plan provided by the Company to SLIC of, all Contracts (collectively, the “PIF Material Contracts”) Parent prior to which, as of the date of this Agreement, PIF or any . The Company has previously made available to Parent complete and accurate copies of its Consolidated Subsidiaries is a party, or by which PIF or any of its Consolidated Subsidiaries may be bound, orall Company Contracts (as defined below), to the knowledge of PIFextent they are evidenced by documents. Each contract, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation arrangement or commitment of PIF the type described in this Section 3.1(u), whether or not set forth on the Company Disclosure Letter, is referred to provide funding to its portfolio investmentsherein as a "COMPANY CONTRACT," and the Company has no knowledge of, and has not received written notice of, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness violation of PIF or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee the Company Contracts by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) the other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investmentsparties thereto which violation still exists, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or except such violations as would not, individually or in the aggregate, reasonably be expected to be have or result in a material to PIF and its Consolidated Subsidiariesadverse effect on the Company. All contracts, taken as a whole);
agreements or arrangements of any kind (iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract than those relating to the acquisition or disposition compensation and benefits of any business or operations such affiliates in their capacities (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contractsas applicable) as to which there are directors or officers of the Company or a Company Subsidiary) between any ongoing obligations or that was entered into on or after affiliate of the Applicable Date Company (other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a wholeCompany Subsidiary), on an exclusive basis with any third partythe one hand, or upon consummation of and the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries Company Subsidiary, on the other hand, are on terms no less favorable to conduct business the Company or to such Company Subsidiary than would be obtained with any an unaffiliated third party on an exclusive arm's-length basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF Material Contract is (x) valid and binding on PIF or its applicable Consolidated Subsidiary and, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by the PIF Board and stockholders of PIF in accordance with Section 15 of the Investment Company Act. Neither PIF nor any of its Consolidated Subsidiaries nor, to PIF’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Smucker J M Co)
Certain Contracts. (a) PIF TCPC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC BCIC of, all Contracts (collectively, the “PIF TCPC Material Contracts”) to which, as of the date of this Agreementhereof, PIF TCPC or any of its Consolidated Subsidiaries is a party, or by which PIF TCPC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFTCPC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF TCPC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF TCPC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures indentures, hedging Contracts, derivatives Contracts and other agreements and instruments Contracts pursuant to which any Indebtedness of PIF TCPC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF TCPC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF TCPC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF TCPC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF TCPC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF TCPC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF TCPC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF TCPC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF TCPC SEC Reports;
(vii) any Contract that obligates PIF TCPC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF TCPC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF TCPC Material Contract is (x) valid and binding on PIF TCPC or its applicable Consolidated Subsidiary and, to PIFTCPC’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF TCPC or its such applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF TCPC and its Consolidated Subsidiaries, taken as a whole. The PIF TCPC Advisory Agreement has been approved by the PIF TCPC Board and stockholders of PIF TCPC in accordance with Section 15 of the Investment Company Act. Neither PIF TCPC nor any of its Consolidated Subsidiaries nor, to PIFTCPC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF TCPC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to TCPC. No PIF TCPC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF TCPC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF TCPC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF TCPC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF TCPC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (BlackRock Capital Investment Corp)
Certain Contracts. (a) PIF Company has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC Buyer of, all Contracts (collectively, the “PIF Company Material Contracts”) to which, as of the date of this Agreement, PIF Company or any of its Consolidated Subsidiaries is a party, or by which PIF Company or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIFCompany, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operationsK;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF Company or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF Company or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF Company or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF Company and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF Company and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that by its terms limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF Company and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF Company and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF Company SEC Reports;
(vii) any Contract that obligates PIF Company or any of its Consolidated Subsidiaries to conduct any business that is material to PIF Company and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFBuyer, the Surviving Company or any of their respective Consolidated Subsidiaries to conduct business with any third third-party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF Company Material Contract is (x) valid and binding on PIF Company or its applicable Consolidated Subsidiary and, to PIFCompany’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF Company and its Consolidated Subsidiaries, taken as a whole. The PIF Company Advisory Agreement has been approved by the PIF Company Board and stockholders members of PIF Company in accordance with Section 15 of the Investment Company Act. Neither PIF Company nor any of its Consolidated Subsidiaries nor, to PIFCompany’s knowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Company Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Company Material Adverse Effect. No PIF Company Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF Company and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF Company or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF Company Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF Company and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (Goldman Sachs Private Middle Market Credit LLC)
Certain Contracts. (a) PIF has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇) to SLIC of, all Contracts (collectively, Neither the “PIF Material Contracts”) to which, as of the date of this Agreement, PIF or Company nor any of its Consolidated Subsidiaries is a party, party to or bound by which PIF or any of its Consolidated Subsidiaries may be bound, or, to the knowledge of PIF, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect toContract:
(i) with respect to the employment or termination of, or severance or retirement arrangements relating to, any Contract that Business Employees involving the payment of $150,000 or more per annum, or with any consultants involving the payment of $150,000 or more per annum, other than Contracts pursuant to which all such payments have been made and under which there are no other remaining obligations of the Company or any of its Subsidiaries;
(ii) which is a “material contract” within for the meaning of Company (as such term is defined in Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF or its financial condition or results of operationsthe SEC);
(iiiii) other than Contracts entered into in which is an Assumed Contract and which provides for any payment by or to the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF Company or any of its Consolidated Subsidiaries in excess of $100,000 in fiscal year 2005 or future years or which is not terminable within one year without penalty;
(iv) which, following the Closing, will limit (or purports to limit) in any way the ability of the Buyer to compete or engage in any line of business, in any geographic area or with any Person, or which, following the Closing, will require referrals by the Buyer of any business or require Buyer to make available investment opportunities to any Person on a priority, equal or exclusive basis;
(v) which is an Assumed Contract and which provides for or requires any aggregate principal future payments in excess of $100,000 with respect to, or in connection with, any capital expenditures or the acquisition or construction of fixed assets;
(vi) pursuant to which the Company or any of its Subsidiaries has entered into a partnership or joint venture with any other Person;
(vii) which contains any ongoing indemnification obligation by the Company or any of its Subsidiaries which could reasonably require the payment by the Buyer in excess of $100,000 in the aggregate (excluding product warranties and indemnities to the extent consistent with the Company’s Standard Terms and Conditions);
(viii) relating to, or evidencing, indebtedness for borrowed money or any guarantee of indebtedness for borrowed money, in each case involving an amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000100,000;
(iiiix) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF to provide funding to its portfolio investmentssince July 1, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate2003, or is not terminable upon notice, without penalty within ninety (90) days or less, or any Contract that creates or would create a Lien on any asset of PIF or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business primarily related to the Business or operations the Transferred Assets (whether by merger, sale of stock, sale of assets or otherwise) involving which involves an asset value or purchase price in excess of $250,000 100,000;
(individually x) relating to, or together with all related Contractsevidencing, any guarantee of obligations of any Person;
(xi) as that relates to any data center, hosting, colocation, application management, data sharing or similar services provided primarily to the Business;
(xii) which there are imposes any ongoing obligations confidentiality, non-disclosure or that was entered into standstill obligation on the Company or after the Applicable Date other than Contracts its Affiliates (except confidentiality and non-disclosure provisions entered into in the ordinary course of business consistent with past practice) with respect to investments set forth in the PIF SEC Reports;
(vii) any Contract that obligates PIF or any of its Consolidated Subsidiaries to conduct any business that is material to PIF and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the Mergers, will obligate PIF, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basisBusiness; or
(viiixiii) any of the benefits or liabilities of which will be materially increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. The Company has previously made available to the Buyer complete and accurate copies of each Assumed Contract and each other Contract described in this Section 4.1(u). All customer Contracts described in Schedule 2.1(a)(iv)(B) of the Company Disclosure Schedule were entered into in the ordinary course of business consistent with a Governmental Entity.
(b) Each PIF Material Contract is (x) past practice, including, without limitation, with respect to the cost of service and duration of service Liabilities thereunder. To the Knowledge of the Company, all of the Assumed Contracts are valid and binding on PIF or its applicable Consolidated Subsidiary and, to PIF’s knowledge, each other party thereto, (y) enforceable against PIF or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case effect, except as would not, individually or in the aggregate, not reasonably be expected to be interfere in any material to PIF and its Consolidated Subsidiaries, taken as a whole. The PIF Advisory Agreement has been approved by respect with the PIF Board and stockholders of PIF in accordance with Section 15 conduct of the Investment Business or the benefits to the Company Actor its Subsidiaries to be received under such Assumed Contract. Neither PIF the Company nor any of its Consolidated Subsidiaries nornor the Business, and to PIF’s knowledgethe Knowledge of the Company, any none of the other party parties thereto, is in material breach of has violated any provisions of provision of, or in default committed or failed to perform any act which (orwith or without notice, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF Material Contract other than as would not have a PIF Material Adverse Effect. No PIF Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or material default under the provisions of any PIF Material Assumed Contract. To the Knowledge of the Company, each Assumed Contract other than as would notwill be a valid and binding obligation of the Buyer and/or the applicable Designated Purchaser and upon consummation of the transactions contemplated hereby will be in full force and effect, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries, taken as a wholeassuming all consents required by Section 8.2(d) are obtained.
Appears in 1 contract
Certain Contracts. (a) PIF BCIC has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC TCPC of, all Contracts (collectively, the “PIF BCIC Material Contracts”) to which, as of the date of this Agreementhereof, PIF BCIC or any of its Consolidated Subsidiaries is a party, or by which PIF BCIC or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFBCIC, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF BCIC or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF BCIC to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures indentures, hedging Contracts, derivatives Contracts and other agreements and instruments Contracts pursuant to which any Indebtedness of PIF BCIC or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF BCIC or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF BCIC to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 60 days or less, or any Contract that creates or would create a Lien on any asset of PIF BCIC or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF BCIC and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF BCIC and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF BCIC SEC Reports;
(vii) any Contract that obligates PIF BCIC or any of its Consolidated Subsidiaries to conduct any business that is material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFTCPC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF BCIC Material Contract is (x) valid and binding on PIF BCIC or its applicable Consolidated Subsidiary and, to PIFBCIC’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF BCIC or its such applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Enforceability Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole. The PIF BCIC Advisory Agreement has been approved by the PIF BCIC Board and stockholders of PIF BCIC in accordance with Section 15 of the Investment Company Act. Neither PIF BCIC nor any of its Consolidated Subsidiaries nor, to PIFBCIC’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF BCIC Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to BCIC. No PIF BCIC Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF BCIC or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF BCIC Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF BCIC and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Merger Agreement (BlackRock Capital Investment Corp)
Certain Contracts. (a) PIF OBDC II has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OBDC of, all Contracts (collectively, the “PIF OBDC II Material Contracts”) to which, as of the date of this Agreementhereof, PIF OBDC II or any of its Consolidated Subsidiaries is a party, or by which PIF OBDC II or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFOBDC II, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OBDC II or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDC II to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OBDC II or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OBDC II or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDC II to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF OBDC II or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC II and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OBDC II SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OBDC II and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OBDC II and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OBDC II and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OBDC II SEC Reports;
(vii) any Contract that obligates PIF OBDC II or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OBDC II and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFOBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OBDC II Material Contract is (x) valid and binding on PIF OBDC II or its applicable Consolidated Subsidiary and, to PIFOBDC II’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF OBDC II or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC II and its Consolidated Subsidiaries, taken as a whole. The PIF OBDC II Advisory Agreement in effect as of the date of this Agreement has been approved by the PIF OBDC II Board and stockholders of PIF OBDC II in accordance with Section 15 of the Investment Company Act. Neither PIF OBDC II nor any of its Consolidated Subsidiaries nor, to PIFOBDC II’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OBDC II Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OBDC II. No PIF OBDC II Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC II and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OBDC II or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OBDC II Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDC II and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract
Certain Contracts. (a) PIF OBDE has Previously Disclosed a complete and accurate list of, and true and complete copies have been delivered or made available (including via E▇▇▇▇▇) to SLIC OBDC of, all Contracts (collectively, the “PIF OBDE Material Contracts”) to which, as of the date of this Agreementhereof, PIF OBDE or any of its Consolidated Subsidiaries is a party, or by which PIF OBDE or any of its Consolidated Subsidiaries may be bound, or, to the knowledge Knowledge of PIFOBDE, to which it or any of its Consolidated Subsidiaries or their respective assets or properties may be subject, with respect to:
(i) any Contract that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or that is material to PIF OBDE or its financial condition or results of operations;
(ii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDE to provide funding to its portfolio investments, any loans or credit agreements, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of PIF OBDE or any of its Consolidated Subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred, or any guarantee by PIF OBDE or any of its Consolidated Subsidiaries of any Indebtedness in an aggregate principal amount in excess of $500,000;
(iii) other than Contracts entered into in the ordinary course of business providing for the obligation or commitment of PIF OBDE to provide funding to its portfolio investments, any Contract that creates future payment obligations in excess of $250,000 and that by its terms does not terminate, or is not terminable upon notice, without penalty within ninety (90) 90 days or less, or any Contract that creates or would create a Lien on any asset of PIF OBDE or its Consolidated Subsidiaries (other than Liens consisting of restrictions on transfer agreed to in respect of investments entered into in the ordinary course of business or as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDE and its Consolidated Subsidiaries, taken as a whole);
(iv) except with respect to investments set forth in the PIF OBDE SEC Reports, any partnership, limited liability company, joint venture or other similar Contract that is not entered into in the ordinary course of business and is material to PIF OBDE and its Consolidated Subsidiaries, taken as a whole;
(v) any non-competition or non-solicitation Contract or any other Contract that limits, purports to limit, or would reasonably be expected to limit in each case in any material respect the manner in which, or the localities in which, any material business of PIF OBDE and its Consolidated Subsidiaries, taken as a whole, is or could be conducted or the types of business that PIF OBDE and its Consolidated Subsidiaries conducts or may conduct;
(vi) any Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) involving value in excess of $250,000 (individually or together with all related Contracts) as to which there are any ongoing obligations or that was entered into on or after the Applicable Date other than Contracts entered into in the ordinary course of business with respect to investments set forth in the PIF OBDE SEC Reports;
(vii) any Contract that obligates PIF OBDE or any of its Consolidated Subsidiaries to conduct any business that is material to PIF OBDE and its Consolidated Subsidiaries, taken as a whole, on an exclusive basis with any third party, or upon consummation of the MergersMerger, will obligate PIFOBDC, the Surviving Company or any of their Consolidated Subsidiaries to conduct business with any third party on an exclusive basis; or
(viii) any Contract with a Governmental Entity.
(b) Each PIF OBDE Material Contract is (x) valid and binding on PIF OBDE or its applicable Consolidated Subsidiary and, to PIFOBDE’s knowledgeKnowledge, each other party thereto, (y) enforceable against PIF OBDE or its applicable Consolidated Subsidiary in accordance with its terms (subject to the Bankruptcy and Equity Exception), and (z) is in full force and effect other than in each case as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDE and its Consolidated Subsidiaries, taken as a whole. The PIF OBDE Advisory Agreement has been approved by the PIF OBDE Board and stockholders of PIF OBDE in accordance with Section 15 of the Investment Company Act. Neither PIF OBDE nor any of its Consolidated Subsidiaries nor, to PIFOBDE’s knowledgeKnowledge, any other party thereto, is in material breach of any provisions of or in default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any PIF OBDE Material Contract other than as would not not, individually or in the aggregate, reasonably be expected to have a PIF Material Adverse EffectEffect with respect to OBDE. No PIF OBDE Material Contract has been amended, modified or supplemented other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDE and its Consolidated Subsidiaries, taken as a whole. No event has occurred with respect to PIF OBDE or any of its Consolidated Subsidiaries that, with or without the giving of notice, the lapse of time or both, would constitute a breach or default under any PIF OBDE Material Contract other than as would not, individually or in the aggregate, reasonably be expected to be material to PIF OBDE and its Consolidated Subsidiaries, taken as a whole.
Appears in 1 contract