IF ANY, REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY AND
THE VALIDITY AGAINST SUCH LOAN PARTY OF THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, AND SUCH CONSENTS, LICENSES AND APPROVALS
31
SHALL BE IN FULL FORCE AND EFFECT;
(IX)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER
CERTIFYING THAT THE CONDITIONS SPECIFIED IN CLAUSES (J), (L) AND (M) BELOW HAVE
BEEN SATISFIED;
(X)
EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT
THE MERGER HAS BEEN OR SUBSTANTIALLY CONCURRENTLY WITH THE CLOSING DATE IS BEING
CONSUMMATED; AND
(XI)
EVIDENCE THAT THE EXISTING CREDIT AGREEMENT HAS BEEN OR
CONCURRENTLY WITH THE CLOSING DATE IS BEING TERMINATED AND ALL LIENS SECURING
OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT HAVE BEEN OR CONCURRENTLY WITH
THE CLOSING DATE ARE BEING RELEASED.
(B)
ALL FEES REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT, THE
ARRANGERS AND THE LENDERS ON OR BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID.
(C)
THE BORROWER SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS
OF COUNSEL TO THE ADMINISTRATIVE AGENT (DIRECTLY TO SUCH COUNSEL IF REQUESTED BY
THE ADMINISTRATIVE AGENT) TO THE EXTENT INVOICED PRIOR TO OR ON THE CLOSING
DATE, PLUS SUCH ADDITIONAL AMOUNTS OF SUCH FEES, CHARGES AND DISBURSEMENTS AS
SHALL CONSTITUTE ITS REASONABLE ESTIMATE OF SUCH FEES, CHARGES AND DISBURSEMENTS
INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT
SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN
THE BORROWER AND THE ADMINISTRATIVE AGENT).
(D)
THERE SHALL NOT HAVE OCCURRED AND BE CONTINUING AS OF OR OTHERWISE
ARISEN BEFORE THE EFFECTIVE TIME (AS DEFINED IN THE MERGER AGREEMENT) ANY EVENT,
OCCURRENCE OR DEVELOPMENT WHICH, INDIVIDUALLY OR IN THE AGGREGATE, HAS OR WOULD
REASONABLY BE EXPECTED TO HAVE A "MATERIAL ADVERSE EFFECT" (AS DEFINED IN THE
MERGER AGREEMENT) ON THE TARGET.
(E)
THERE SHALL NOT HAVE BEEN INSTITUTED OR PENDING ANY ACTION OR
PROCEEDING BY ANY "GOVERNMENTAL AUTHORITY" (AS DEFINED IN THE MERGER AGREEMENT)
(A) CHALLENGING OR SEEKING TO MAKE ILLEGAL, TO DELAY MATERIALLY OR OTHERWISE
DIRECTLY OR INDIRECTLY TO RESTRAIN OR PROHIBIT THE CONSUMMATION OF THE MERGER,
SEEKING TO OBTAIN MATERIAL DAMAGES OR OTHERWISE DIRECTLY OR INDIRECTLY RELATING
TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER, (B) SEEKING TO RESTRAIN OR
PROHIBIT THE PARENT OR ANY OF THE PARENT'S AFFILIATES' (X) ABILITY EFFECTIVELY
TO EXERCISE FULL RIGHTS OF OWNERSHIP OF THE TARGET STOCK, INCLUDING THE RIGHT TO
VOTE ANY SHARES OF THE TARGET STOCK ACQUIRED OR OWNED BY THE PARENT OR ANY OF
THE PARENT'S AFFILIATES FOLLOWING THE EFFECTIVE TIME ON ALL MATTERS PROPERLY
PRESENTED TO THE TARGET'S SHAREHOLDERS OR (Y) OWNERSHIP OR OPERATION (OR THAT OF
ITS RESPECTIVE SUBSIDIARIES OR AFFILIATES) OF ALL OR ANY MATERIAL PORTION OF THE
BUSINESS OR ASSETS OF THE TARGET AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR OF
THE PARENT AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, (C) SEEKING TO COMPEL THE
PARENT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES TO DISPOSE OF OR HOLD