Sungard Credit Agreement

However, one problem that sellers, buyers and lenders must address is that the insurance and guarantees provided in the sales contract by the seller and his related companies never coincide with the insurance and guarantees required by the lenders. This separation in conditionality applies whenever a strategic buyer is involved, as lenders require the buyer to inform both himself and the target of the acquisition (and that the buyer naturally needs only insurance on the destination). In principle, there are issues that are at the expense of lenders (applicability of financing documents; Disclosure of third-party and government loans required for financing), which are simply not covered by the sellers` acquisition agreement assurances. Finally, more subtly, there are differences in emphasis – although the buyer and his lenders want the seller`s representations to cover existing instructions, it is likely that the information requested by lenders on this issue will be much more detailed and detailed than that requested by the buyer. Only these limited insurance and guarantees must be given as preconditions for financing the loans used for the acquisition. Although the other information contained in the loan agreement could not be fully realized at the time of the acquisition financing, lenders are contractually obliged to finance these loans. For the subsequent financing of credits after the credit contract after the acquisition, all insurance and guarantees should be truthful. The general structure of a MAC definition in a sales contract stipulates that a MAC is an event or event that results in a materially adverse change in the seller`s business, financial situation or business results, and then continues to list a litany of events that are not explicitly considered DES MAC. These carve-outs are subject to numerous audits and negotiations, but generally exclude: the “SunGard” or “certain funds” provisions are common in the letters of commitment for large and medium acquisition financings in the United States and limit the insurance and guarantees provided by the borrower to certain “specified insurance” that must be correct and, in the case of secured financing, the provision of certain types of collateral required by lenders at the conclusion of the transaction. By limiting the terms to financing under the credit agreement, these provisions enhance the security of the accounts by ensuring that the financing terms under the credit contract for the financing of acquisitions are, as far as possible, in accordance with the terms of the acquisition or sale agreement.

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