Extract to table

The Acquisition Agreement shall have been duly executed and delivered by each of Buyer and Seller, and shall be in full force and effect, in form and substance reasonably satisfactory to Sponsor, and no amendment, modification, supplement, or waiver of any provision of the Acquisition Agreement that is material to Sponsor shall have been made without the prior written consent of Sponsor

The closing under the Acquisition Agreement shall occur substantially contemporaneously with the funding of the Equity Commitment by Sponsor

For purposes of this clause (c), "substantially contemporaneously" shall mean that the funding of the Equity Commitment and the consummation of the closing shall occur on the same business day, with funding to occur no earlier than one (1) business day prior to the Closing Date

as Administrative Agent, shall be funded (or shall be funded substantially simultaneously with the Equity Commitment) on the Closing Date, and all conditions precedent to such funding under the Credit Agreement Amendment shall have been satisfied or waived

For the avoidance of doubt, the failure of the Debt Financing to be available or funded shall excuse Sponsor's obligation to fund the Equity Commitment hereunder

For the avoidance of doubt, Sponsor shall not be required to fund the Equity Commitment unless and until each of the foregoing conditions has been satisfied or waived by Sponsor, and the determination of whether any condition has been satisfied shall be made by Sponsor acting reasonably and in good faith