IN CONNECTION THEREWITH,
(I) THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, ARE SOLVENT AND WILL BE
SOLVENT SUBSEQUENT TO INCURRING THE INDEBTEDNESS IN CONNECTION WITH THE BIOSPIN
ACQUISITION, WILL BE ABLE TO PAY THEIR DEBTS AND LIABILITIES AS THEY BECOME DUE
AND WILL NOT BE LEFT WITH UNREASONABLY SMALL CAPITAL WITH WHICH TO ENGAGE IN
THEIR BUSINESS AND (II) THE COMPANY'S AND ITS SUBSIDIARIES' ASSETS (TAKEN AS A
WHOLE) EXCEED THEIR LIABILITIES (TAKEN AS A WHOLE).
(L)
THE BIOSPIN ACQUISITION SHALL HAVE BEEN CONSUMMATED OR SHALL BE CONSUMMATED
SIMULTANEOUSLY WITH THE INITIAL FUNDING OF THE LOANS ON THE EFFECTIVE DATE AND
THE CAPITALIZATION, STRUCTURE AND EQUITY OWNERSHIP OF THE COMPANY AND EACH
GUARANTOR AFTER THE BIOSPIN ACQUISITION
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SHALL BE AS DISCLOSED TO THE LENDERS PRIOR TO THE EFFECTIVE DATE OR OTHERWISE
SATISFACTORY TO THE ADMINISTRATIVE AGENT IN ALL RESPECTS.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COMPLIANCE CERTIFICATE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT I, DEMONSTRATING, TO THE ADMINISTRATIVE
AGENT'S REASONABLE SATISFACTION, PRO FORMA COMPLIANCE WITH ALL FINANCIAL
COVENANTS SET FORTH IN SECTION 6.10.
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT WITH RESPECT TO THE ABSENCE OF ANY INJUNCTION OR TEMPORARY
RESTRAINING ORDER OR ANY LITIGATION OR THREATENED LITIGATION WHICH, IN THE
JUDGMENT OF THE ADMINISTRATIVE AGENT, COULD PROHIBIT THE MAKING OF THE LOANS
HEREUNDER OR THE CONSUMMATION OF THE BIOSPIN ACQUISITION.
(O)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES REQUIRED TO BE
REIMBURSED OR PAID BY THE COMPANY HEREUNDER.
The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
SECTION 4.02.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER TO MAKE A LOAN
ON THE OCCASION OF ANY BORROWING, AND OF THE ISSUING BANK TO ISSUE, AMEND, RENEW
OR EXTEND ANY LETTER OF CREDIT, IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWERS SET FORTH IN THIS
AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF SUCH BORROWING OR THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
OF SUCH LETTER OF CREDIT, AS APPLICABLE, UNLESS SPECIFICALLY STATED TO HAVE BEEN
MADE ON A PREVIOUS DATE, IN WHICH CASE SUCH REPRESENTATION AND WARRANTY SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE.
(B)
AT THE TIME OF AND IMMEDIATELY AFTER GIVING EFFECT TO SUCH BORROWING OR THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT, AS
APPLICABLE, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
(C)
NO LAW OR REGULATION SHALL PROHIBIT, AND NO ORDER, JUDGMENT OR DECREE OF
ANY GOVERNMENTAL AUTHORITY SHALL ENJOIN, PROHIBIT OR RESTRAIN, ANY LENDER FROM
MAKING THE REQUESTED LOAN OR THE ISSUING BANK OR ANY LENDER FROM ISSUING,
RENEWING, EXTENDING OR INCREASING THE FACE AMOUNT