Common use of Closing Date Material Adverse Effect Clause in Contracts

Closing Date Material Adverse Effect. No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since the date of the Transaction Agreement that is continuing and that results in a failure of a condition precedent to the Parent’s obligation to consummate the Transaction pursuant to the terms of the Transaction Agreement. Notwithstanding the foregoing, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) a Lien on Collateral of any Credit Party that may be perfected solely by the filing of a financing statement under the UCC and (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed in blank) after the Parent Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability and initial funding of the Loans on the Closing Date but may, if required, instead be delivered and/or perfected 90 days (or, in the case of real property and related fixtures, 120 days) after the Closing Date (or, in the case of any possessory collateral, the date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in place,” “stay at home,” workforce reduction, facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the disease known as “COVID-19”, including the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the Parent Borrower and the Collateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragraph is referred to herein as the “Limited Conditionality Provision”.

Closing Date Material Adverse Effect. No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since Since the date of the Transaction Agreement that is continuing and that results Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a failure of a condition precedent Closing Date Material Adverse Effect. The documents referred to in this Section 4.01 shall be delivered to the Parent’s obligation Administrative Agent no later than the Closing Date. The certificates and opinions referred to consummate in this Section 4.01 shall each be dated the Transaction pursuant Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the terms of the Transaction Agreementproposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any Lien search Collateral or Collateral any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent that a Lien lien on such Collateral of any Credit Party that may be perfected solely by the filing of a financing statement under the UCC and or (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed other certificates of “Merger Sub”1 (as defined in blankthe Acquisition Agreement)) after the Parent Borrower’s use of commercially reasonable efforts to do so so, or without undue burden or expense, then the provision of any such Lien search and/or the provision and/or perfection delivery of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability and initial funding or effectiveness of the Loans Facilities on the Closing Date but may, if required, shall instead be required to be delivered and/or perfected 90 or provided within ninety (90) days (or, in the case of real property and related fixtures, 120 days) after the Closing Date (oror such later date as may be reasonably agreed by the Borrower and the applicable Administrative Agent), and in the case of any possessory collateralperfection of security interests in real property, within one hundred twenty (120) days after the Closing Date (or such later date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in place,” “stay at home,” workforce reduction, facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated as may be reasonably agreed by any governmental authority, including the Centers for Disease Control and Prevention Borrower and the World Health OrganizationAdministrative Agent), in each case, in connection with or in response pursuant to the disease known as “COVID-19”, including terms hereof and under the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the Parent Borrower and the Collateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragraph is referred to herein as the “Limited Conditionality Provision”Loan Documents.

Closing Date Material Adverse Effect. No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since the date of the Transaction Agreement that is continuing and that results in a failure of a condition precedent to the Parent’s obligation to consummate the Transaction pursuant to the terms of the Transaction Agreement. Notwithstanding the foregoing, to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) a Lien on Collateral of any Credit Party that may be perfected solely by the filing of a financing statement under the UCC and (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed in blank) after the Parent Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability and initial funding of the Loans on the Closing Date but may, if required, instead be delivered and/or perfected 90 days (or, in the case of real property and related fixtures, 120 days) after the Closing Date (or, in the case of any possessory collateral, the date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in place,” “stay at home,” workforce reduction, facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any governmental authority, including the Centers for Disease Control and #96533218v9 Prevention and the World Health Organization, in each case, in connection with or in response to the disease known as “COVID-19”, including the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the Parent Borrower and the Collateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragraph is referred to herein as the “Limited Conditionality Provision”.

Closing Date Material Adverse Effect. No “Material Adverse Effect” (as defined in the Transaction Agreement) shall have occurred since Since the date of the Transaction Agreement that is continuing and that results Acquisition Agreement, there shall not have occurred any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a failure of a condition precedent Closing Date Material Adverse Effect. The documents referred to in this Section 4.01 shall be delivered to the Parent’s obligation Administrative Agent no later than the Closing Date. The certificates and opinions referred to consummate in this Section 4.01 shall each be dated the Transaction pursuant Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the terms of the Transaction Agreementproposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any Lien search Collateral or Collateral any security interests therein (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than (i) to the extent that a Lien lien on such Collateral of any Credit Party that may be perfected solely by the filing of a financing statement under the UCC and or (ii) a pledge of the Capital Stock of the Parent Borrower, to the extent certificated, with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate, together with a related stock or equivalent power executed other certificates of “Merger Sub” (as defined in blankthe Acquisition Agreement)) after the Parent Borrower’s use of commercially reasonable efforts to do so so, or without undue burden or expense, then the provision of any such Lien search and/or the provision and/or perfection delivery of such Collateral (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability and initial funding or effectiveness of the Loans Facilities on the Closing Date but may, if required, shall instead be required to be delivered and/or perfected 90 or provided within ninety (90) days (or, in the case of real property and related fixtures, 120 days) after the Closing Date (oror such later date as may be reasonably agreed by the Borrower and the applicable Administrative Agent), and in the case of any possessory collateralperfection of security interests in real property, within one hundred twenty (120) days after the Closing Date (or such later date upon which stay at home, social distancing and other COVID-19 related measures limiting physical interaction are lifted (including taking into account any quarantine, “shelter in place,” “stay at home,” workforce reduction, facility capacity limitation, social distancing, shut down, closure, sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated as may be reasonably agreed by any governmental authority, including the Centers for Disease Control and Prevention Borrower and the World Health OrganizationAdministrative Agent), in each case, in connection with or in response pursuant to the disease known as “COVID-19”, including terms hereof and under the CARES Act and Families First Act) which in any event shall not exceed 180 days after the Closing Date; provided that if such measures are lifted and later reinstated, they will be deemed to not have been lifted for purposes hereof) pursuant to arrangements to be mutually agreed between the Parent Borrower and the Collateral Agent and subject to extensions as are reasonably agreed by the Administrative Agent. This paragraph is referred to herein as the “Limited Conditionality Provision”Loan Documents.