Common use of Closing Date Borrowing Clause in Contracts

Closing Date Borrowing. The obligation of each Lender to make a Loan on the Closing Date is subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 13.13) of the following conditions: (a) Each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein). (b) No Default or Event of Default shall have occurred and be continuing or would occur as a result of the borrowing of Loans hereunder on the Closing Date. (c) The Administrative Agent shall have received the notice required by Section 1.6(a) hereof. (d) The Lead Arranger, the Administrative Agent and the Lenders shall have received all fees and expenses required to be paid on or prior to the Closing Date hereunder and, with respect to expenses, invoiced to the Borrower at least three (3) Business Days prior to the Closing Date. (e) The Administrative Agent shall have received a certificate of an Authorized Representative of the Borrower certifying as to the satisfaction of the conditions precedent set forth in Sections 7.1(a) and 7.1(b) hereof. (f) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form attached as Exhibit J hereto, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the borrowing of Loans hereunder on the Closing Date, are solvent.

Closing Date Borrowing. The obligation of each Lender to make a Loan on the Closing Date is subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 13.13) of the following conditions: (a) Each of the The Effective Date shall have occurred. (b) The representations and warranties of the Company set forth herein and in the other Loan Documents this Agreement shall be true and correct in all material respects on and as of the Closing Date; provided that, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided further, that any representation and warranty that is qualified as to “materialitymaterial,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein)) in all respects on such respective dates. (bc) No At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing or would occur as a result of the borrowing of Loans hereunder on the Closing Date. (c) The Administrative Agent shall have received the notice required by Section 1.6(a) hereofcontinuing. (d) The Lead ArrangerSubstantially concurrently with the funding of the Loans, the Administrative Agent and initial delivery of shares in connection with the Lenders Share Repurchase shall have received all fees and expenses required to be paid on or prior to the Closing Date hereunder and, with respect to expenses, invoiced to the Borrower at least three (3) Business Days prior to the Closing Datebeen consummated. (e) The Administrative Agent shall have received a certificate duly executed Borrowing Request complying with the terms of an Authorized Representative of the Borrower certifying as to the satisfaction of the conditions precedent set forth in Sections 7.1(a) Section 2.03 and 7.1(b) hereof. (f) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower Company in the form attached as Exhibit J hereto, I hereto certifying that the Borrower Company and its Subsidiaries, on a consolidated basis after giving effect to the borrowing of Loans hereunder Transactions, are Solvent. The Borrowing on the Closing DateDate shall be deemed to constitute a representation and warranty by the Company on the date thereof as to the matters specified in paragraphs (b), are solvent(c) and (d) of this Section.