All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunder: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to the extent the same expressly relate to an earlier date; (b) the Acme Group shall be in compliance with all of the terms and conditions hereof and of the other Loan (c) after giving effect to such extension of credit to the relevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed; (d) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correct."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation (including the initial Loan) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents shall be and remain true and correct as of said such time, except to the extent the same expressly relate to an earlier date;
(b) the Acme Group Company shall be in full compliance with all of the terms and conditions hereof of this Agreement and of the other Loan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such Loan;
(c) immediately prior to such Loan, the unused Commitments equal or exceed the principal amount of the Loan to be so extended;
(d) in the case of an A Loan, after giving effect to such extension of credit to the relevant BorrowerLoan, (i) the aggregate principal amount of all Revolving LoansA Loans outstanding under this Agreement shall not exceed the Commitments;
(e) in the case of a B Loan, Swing Line after giving effect to such Loan, the aggregate principal amount of all B Loans made under this Agreement on a cumulative basis on and L/C Obligations after the date hereof shall not exceed the lesser of (xi) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and $20,000,000 or (ii) the aggregate principal amount difference between the Commitments in effect as of the Revolving Loans and Swing Line Loans made to such Borrower date hereof and the L/C Obligations Commitments in respect effect after giving effect to the reduction therein pursuant to Section 1.3(b) hereof as a result of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedLoan;
(df) the Agent shall have received a written certificate from an Authorized Representative (in form and substance reasonably satisfactory to the Agent) stating that such Loan will be used for a purpose permitted by this Agreement; and
(g) such extension of credit Loan shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the case of the issuance of . The Company's request for any Letter of Credit, the Agent Loan shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable constitute its warranty as to the Agentfacts specified in subsections (a) through (f), with such Application or written requestboth inclusive, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correctabove."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunder:
(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time, except to the extent the same expressly relate to an earlier date;
(b) the Acme Group shall be in compliance with all of the terms and conditions hereof and of the other LoanLoan Documents, and no Default or Event of Default shall have occurred and be continuing;
(c) after giving effect to such extension of credit to the relevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed;
(d) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correct."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Revolving Loan or other financial accommodation to a Borrower hereunder issue any Letter of Credit under the Revolving Credit or make the Term Loan under the Term Credit (including the first such accommodationextension of credit) shall also be subject to the satisfaction of the following conditions precedent that as of at the time of the making extension of each such Loan or other accommodation hereundercredit:
(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said timethe date of such advance or issuance (except (i) in the case of the initial credit extension, except the representations and warranties made in Section 6.5 hereof shall be deemed to refer to the most recent financial statements delivered to the Lenders pursuant to Section 8.5 hereof and (ii) to the extent the same that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date));
(b) no material adverse change shall have occurred in the Acme Group shall be in compliance with all condition (financial or otherwise) of the terms Company and conditions hereof and its Subsidiaries taken as a whole since the date of the other Loanmost recent monthly financial statements furnished to the Lenders pursuant to Sections 8.5(b) hereof;
(c) no Default or Event of Default shall have occurred and be continuing;
(d) in the case of each request for a Revolving Loan or Letter of Credit, after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations Letters of Credit outstanding under this Agreement shall not exceed the lesser of (x1) the Revolving Credit Commitments then in effect and or (y2) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed;
(d) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effectBase; and
(e) in the case of the issuance of any each Letter of Credit, the Administrative Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Administrative Agent shall have received a written request therefor, in a form acceptable to the Administrative Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreementcalled for hereby. Any request made by the Acme Group any Borrower to the Administrative Agent for credit a Loan or Letter of Credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correctapplicable conditions specified above exist as of such date. Upon the request of the Administrative Agent, each Borrower so requested shall furnish a certificate executed by its chief financial officer to confirm the foregoing."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation and the issuance of each Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents Applications shall be and remain true and correct in all material respects as of said such time, except to the extent the same relate expressly relate to an earlier date;
(b) the Acme Group Parent and each Borrower shall be in compliance with all of the terms and conditions hereof hereof, and no Default or Event of the other LoanDefault shall have occurred and be continuing hereunder;
(c) after giving effect to such extension of credit to the relevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations outstanding under the Revolving Credit shall not exceed the lesser of (x) the Revolving Credit Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedeffect;
(d) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any Each Borrower's request made by the Acme Group for any Loan or for any Letter of Credit, shall constitute its warranty to the Agent for and the Lenders on the date such credit hereunder shall is to be deemed extended as to constitute a representation the facts specified in paragraphs (a) and warranty that the foregoing statements are true and correct(b) of this Section."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation and the issuance of each Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents Applications shall be and remain true and correct in all material respects as of said such time, except to the extent the same relate expressly relate to an earlier date;
(b) the Acme Group Borrower shall be in compliance with all of the terms and conditions hereof hereof, and no Default or Event of the other LoanDefault shall have occurred and be continuing hereunder;
(c) in the case of each Revolving Loan and Letter of Credit, after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations outstanding under the Revolving Credit shall not exceed the lesser of (x) the Revolving Credit Commitments then in effect;
(d) in the case of each Swing Loan, after giving effect and (y) the Available Borrowing Base to such extension of all the Borrowers as then determined and computed and (ii) credit, the aggregate principal amount of the Revolving all Swing Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as the Swing Line Commitment then determined and computedin effect;
(de) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(ef) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any Each Borrower's request made by the Acme Group for any Loan or for any Letter of Credit, shall constitute its warranty to the Agent for and the Lenders on the date such credit hereunder shall is to be deemed extended as to constitute a representation the facts specified in paragraphs (a) and warranty that the foregoing statements are true and correct(b) of this Section."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder extension of credit under this Agreement (including the first such accommodationinitial extension of credit) shall also be is subject to the conditions precedent that as satisfaction or waiver of the time of the making of each such Loan or other accommodation hereunderfollowing conditions precedent:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents shall be and remain true and correct in all material respects as of said such time, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
(b) the Acme Group no Default, Event of Default or Servicer Default shall have occurred and be in compliance with all continuing or would occur as a result of the terms and conditions hereof and making such extension of the other Loancredit;
(c) after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations extended under this Agreement shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedDelayed Draw Availability;
(d) as of the close of business not earlier than two Business Days prior to each Credit Date, the Administrative Agent shall have received a Borrowing Base Certificate showing the computation of the Borrowing Base, both immediately before and immediately after giving effect to such extension of credit, in detail reasonably satisfactory to the Administrative Agent;
(e) as of the close of business at least one Business Day prior to such Credit Date, the Administrative Agent shall have received the applicable Assignment (attaching the final list of Eligible Receivables) in escrow, which Assignment shall be released from escrow upon disbursement of the Loan on such Credit Date;
(f) such extension of credit shall not violate any order, judgment judgment, or decree of any court or other authority or any provision of law or regulation applicable to the Administrative Agent or any Lender the Lenders (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect;
(g) delivery of a Funding Notice in accordance with Section 2.2 hereof; and
(eh) in the case of the issuance of any Letter of Credit, the Agent Account Agreement shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable been duly executed and delivered to the Administrative Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any The Borrower’s request made by the Acme Group to the Agent for any extension of credit hereunder shall be deemed to constitute a its representation and warranty that as to the foregoing statements are true and correctfacts specified in subsections (a) through (g) above."
Appears in 1 contract
Sources: Credit Agreement (Priority Technology Holdings, Inc.)
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower the Company hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunderaccommodation:
(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to the extent the same expressly relate to an earlier date;
(b) the Acme Group Company and each Restricted Subsidiary shall be in compliance with all of the terms and conditions hereof and of the other LoanLoan Documents, and no Default or Event of Default shall have occurred and be continuing;
(c) after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (xi) the Revolving Credit Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedBase;
(d) such extension of credit shall not violate any order, judgment or decree in the case of any court or other authority or any provision Borrowing of law or regulation applicable to Term Loans, the Agent or any Lender (including, without limitation, Regulation U shall have received for each of the Board Lenders a duly executed and completed Term Note for such Lender in the amount of Governors of the Federal Reserve System) as then in effect; andits Term Loan;
(e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group ; and
(f) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. The Company's request for credit hereunder any Loan or Letter of Credit shall be deemed constitute its warranty as to constitute a representation and warranty that the foregoing statements are true and correctfacts specified in subsections (a) through (e), both inclusive, above."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder issue any Letter of Credit under the Revolving Credit (including the first such accommodation) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunderunder the Revolving Credit:
(a) each of the representations and warranties set forth herein and or in the other Loan Collateral Documents shall be and remain true and correct as of said timetime in all material respects, except that the representations and warranties made in Section 5.5 hereof shall be deemed to refer to the extent most recent audited and unaudited financial statements delivered to the same expressly relate Lenders pursuant to an earlier dateSection 7.5 hereof;
(b) the Acme Group Borrowers and the Subsidiaries shall be in compliance with all of the terms and conditions hereof and of the other LoanCollateral Documents, and no Default or Event of Default shall have occurred and be continuing;
(c) after giving effect to such extension of credit to the relevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations Letters of Credit outstanding under this Agreement shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedCommitment;
(d) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor together with the fees called for hereby; and
(e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
. Any Borrower's request for any Loan or Letter of Credit shall constitute its warranty as to the facts specified in subsections (a) through (e) in the case of the issuance of any Letter of Credit), the Agent shall have received a properly completed Application therefor andboth inclusive, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correctabove."
Appears in 1 contract
All Advances. The obligation As of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that date of this Agreement and thereafter as as of the time of the making of each such Loan or other accommodation extension of credit hereunder:
(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said timetime (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date;
(b) the Acme Group no Default or Event of Default shall have occurred and be in compliance with all continuing or would occur as a result of the terms and conditions hereof and making such extension of the other Loancredit;
(c) after giving effect to such extension of credit to the relevant Borrower, credit: (i) the aggregate principal amount of all Revolving LoansLoans outstanding under this Agreement shall not exceed the Commitment, Swing Line (ii) the aggregate principal amount of Broker Loans and L/C Obligations shall not exceed the Broker Borrowing Base, (iii) the aggregate principal amount of the NSCC Margin Loans shall not exceed the lesser of (x) the Commitments then in effect NSCC Margin Sublimit and (y) the Available NSCC Margin Borrowing Base of all the Borrowers as then determined and computed Base, and (iiiv) with respect to NSCC Margin Loan, the aggregate principal amount number of Zero Loan Days during the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account current calendar month shall not exceed such Borrower's Available Borrowing Base as then determined and computedbe less than eight (8);
(d) the Bank shall have received a Notice of Borrowing;
(e) either (i) the Borrower is an “exempted borrower” within the meaning of Reg U of the Board of Governors of the Federal Reserve System or (ii) such extension of credit qualifies as a special purpose loan under Reg U; and
(f) such extension of credit shall not violate any order, judgment judgment, or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender Bank (including, without limitation, Regulation Reg U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the case . The Borrower’s request for any extension of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed constitute its warranty as to constitute a representation and warranty that the foregoing statements are true and correctfacts specified in subsections (a) through (e), both inclusive, above."
Appears in 1 contract
All Advances. The Notwithstanding any provision contained in this Agreement to the contrary, the obligation of the Lenders Lender to make any a Revolving Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) under this Agreement shall also be subject to the satisfaction of following conditions precedent that as of the time of the making of each such Loan or other accommodation hereunderprecedent:
(a) each no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing;
(b) all of the representations and warranties set forth herein of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Loan Transaction Documents shall be and remain true and correct on and as of said time, except to the extent date of the same expressly relate to an earlier datemaking of such advance as if made on and as of the date of the making of Revolving Loan;
(bc) on the Acme Group date of, and immediately after the making of, such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing;
(d) Borrower, each Subsidiary Holding Company and each Subsidiary Bank shall be in full compliance with all of the terms and conditions hereof of this Agreement and of the other LoanTransaction Documents;
(ce) after giving effect to such extension the making of credit to the relevant BorrowerRevolving Loan, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedCommitment;
(df) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(eg) in the case of the issuance of any Letter of Credit, the Agent Lender shall have received a properly completed Application therefor and, in the case notice of an extension or increase in the amount of the Letter of Credit, the Agent borrowing as required by Section 2.01(b) and Lender shall have received approved such Revolving Loan in its sole and absolute discretion. Each request for a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied Loan by the fees required by Borrower under this Agreement. Any request made by the Acme Group to the Agent for credit hereunder Agreement shall be deemed to constitute be a representation and warranty that by Borrower on the foregoing statements are true date of the making of such advance as to the facts specified in clauses (a), (b), (c) and correct(d) of this Section 3.02."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation and the issuance of each Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents Applications shall be and remain true and correct in all material respects as of said such time, except to the extent the same relate expressly relate to an earlier date;
(b) the Acme Group Borrower shall be in compliance with all of the terms and conditions hereof hereof, and no Default or Event of the other LoanDefault shall have occurred and be continuing hereunder;
(c) in the case of each Revolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount of outstanding on all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (xi) the Available Revolving Credit Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and or (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed;
(d) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Swing Loans shall not exceed the Swing Line Commitment then in effect;
(e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(ef) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any Each Borrower's request made by the Acme Group for any Loan or for any Letter of Credit, shall constitute its warranty to the Agent for and the Lenders on the date such credit hereunder shall is to be deemed extended as to constitute a representation the facts specified in paragraphs (a) and warranty that the foregoing statements are true and correct(b) of this Section."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation and the issuance of each Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents Applications shall be and remain true and correct in all material respects as of said such time, except to the extent the same relate expressly relate to an earlier date;
(b) the Acme Group Borrower shall be in compliance with all of the terms and conditions hereof hereof, and no Default or Event of the other LoanDefault shall have occurred and be continuing hereunder;
(c) in the case of each Revolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount outstanding of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (xi) the Revolving Credit Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and or (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed;
(d) in the case of each Swing Loan, after giving effect to such extension of credit, the aggregate principal amount of all Swing Loans shall not exceed the Swing Line Commitment then in effect;
(e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(ef) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any The Borrower's request made by the Acme Group for any Loan or for any Letter of Credit, shall constitute its warranty to the Agent for and the Lenders on the date such credit hereunder shall is to be deemed extended as to constitute a representation the facts specified in paragraphs (a) and warranty that the foregoing statements are true and correct(b) of this Section."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation extension of credit (including the initial extension of credit) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents shall be and remain true and correct as of said such time, except to the extent the same expressly relate to an earlier date;
(b) the Acme Group Company shall be in full compliance with all of the terms and conditions hereof of this Agreement and of the other LoanLoan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such extension of credit;
(c) in the case of the extension of each Revolving Credit Loan, after giving effect to such extension of credit to the relevant BorrowerLoan, (i) the aggregate principal amount of all Revolving Loans, Swing Line Credit Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (xi) the Revolving Credit Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base Revolver Advance Limit as then determined and computed;
(d) in the case of the extension of each Term Loan, after giving effect to such Loan and any Permitted Acquisition to be financed thereby, the aggregate cumulative principal amount of all Term Loans made under this Agreement shall not exceed the lesser of (i) the Term Credit Commitments and (ii) the Term Credit Earnings Limit as then determined and computed on a pro forma basis assuming the closing of such Permitted Acquisition;
(e) the Lenders shall have received such information as the Agent or any Lender shall reasonably request to satisfy the Agent and the Required Lenders that the foregoing conditions have been satisfied; and
(f) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
. The Company's request for any Loan shall constitute its warranty as to the facts specified in subsections (a) through (e) in the case of the issuance of any Letter of Credit), the Agent shall have received a properly completed Application therefor andboth inclusive, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correctabove."
Appears in 1 contract
All Advances. The obligation of the Lenders Prior to make any Loan or other financial accommodation to a Borrower hereunder Advance requested (including the first such accommodation) initial Advance), all of the following conditions shall also be subject have been satisfied and the Borrower shall deliver a certificate to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunderLender certifying that:
(ai) each all of the representations and warranties set forth herein and made by the Borrower or the Guarantor hereunder, in the other Loan Documents shall be Guaranty and remain Security Agreement, or in any Advance Request, are true and correct in all material respects with the same effect as though made on and as of said timethe proposed Advance Date, except to the extent the same such representations and warranties expressly relate to an earlier date;
date (b) the Acme Group in which case such representations and warranties shall be true and correct in compliance with all material respects as of the terms and conditions hereof and of the other Loansuch earlier date),
(c) after giving effect to such extension of credit to the relevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount Borrower shall be in material compliance with all provisions of this Agreement and the other Loan Documents to which it is a party and the Guarantor shall be in material compliance with all provisions of this Agreement and the other Loan Documents to which it is a party,
(iii) no Default or Event of Default has occurred and is continuing as of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computed;Advance Date,
(div) such extension of credit shall not violate any orderno injunction or judicial or administrative order has been issued, judgment and no suits or decree of proceedings are pending, or to the Borrower’s knowledge threatened, before any court or other authority by or before any provision of law governmental or regulation applicable regulatory authority, commission, bureau or agency or public regulatory body that is reasonably likely to the Agent or any Lender result in a Material Adverse Effect,
(including, without limitation, Regulation U v) all of the Board of Governors Required Consents remain effective and in full force,
(vi) the proposed Advance shall not cause the outstanding principal balance of the Federal Reserve SystemLoan to exceed the Commitment in effect as of the proposed Advance Date,
(vii) as then the customer withdrawal information provided in effect; connection with the Advance Request is true, correct and complete, and the proceeds of the Advance so requested will be used solely for the purposes set forth in the Advance Request, and
(eviii) in the case none of the issuance of any Letter of Credit, parties to the Agent shall have received a properly completed Application therefor and, in Merger Agreement has provided written notice to the case of an extension or increase in the amount other party(s) thereto of the Letter termination of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Merger Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correct."
Appears in 1 contract
All Advances. The obligation of the Lenders each Lender to make any Loan or other financial accommodation of the Agent to a Borrower hereunder issue, extend the expiration date of or increase the amount of any Letter of Credit under this Agreement (including the first such accommodationextension of credit) shall also be subject to the conditions precedent that as of the time of the making of each such Loan or other accommodation hereunderextension of credit:
(a) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to the extent the same expressly relate to an earlier date;
(b) the Acme Group Company and each Restricted Subsidiary shall be in compliance with all of the terms and conditions hereof and of the other LoanLoan Documents, and no Default or Event of Default shall have occurred and be continuing;
(c) after giving effect to such extension of credit to the relevant Borrowercredit, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (xi) the Revolving Credit Commitments then in effect and (yii) the Available Borrowing Base Base;
(d) after giving effect to such extension of credit, the aggregate principal amount of all Y2K Revolving Loans outstanding under this Agreement shall not exceed the Borrowers as lesser of (i) the Y2K Revolving Credit Commitments then determined and computed in effect and (ii) the Y2K Borrowing Base less the aggregate principal amount of the all outstanding Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedObligations;
(d) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by ;
(f) in the Acme Group case of the initial Borrowing of Y2K Revolving Loans, the conditions set forth in Section 6.3 below shall have been satisfied; and
(g) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. The Company's request for credit hereunder any Loan or Letter of Credit shall be deemed constitute its warranty as to constitute a representation and warranty that the foregoing statements are true and correctfacts specified in subsections (a) through (f), both inclusive, above."
Appears in 1 contract
All Advances. The obligation of the Lenders to make any Loan or other financial accommodation to a Borrower hereunder (including the first such accommodation) shall also be subject to the conditions precedent that as As of the time of the making of each such Loan or other accommodation extension of credit (including the initial extension of credit) hereunder:
(a) each of the representations and warranties set forth herein in Section 6 hereof and in the other Loan Documents shall be and remain true and correct as of said such time, except to the extent the same expressly relate to an earlier date;
(b) the Acme Group Company shall be in full compliance with all of the terms and conditions hereof of this Agreement and of the other LoanLoan Documents, and no Default or Event of Default shall have occurred and be continuing or would occur as a result of making such extension of credit;
(c) after giving effect to such extension of credit to the relevant Borrowercredit, (i) neither the aggregate principal amount Original Dollar Amount nor the U.S. Dollar Equivalent of all Loans (whether Revolving Loans or Swing Loans) and Letters of Credit outstanding under this Agreement shall exceed the lesser of the Borrowing Base as computed based on the most recent Borrowing Base Certificate and the Revolving Credit Commitments then in effect, (ii) the aggregate Original Dollar Amount of all Revolving Loans, Loans denominated in Alternative Currencies shall not exceed $15,000,000 and (iii) the aggregate Original Dollar Amount of Swing Line Loans and L/C Obligations outstanding hereunder shall not exceed the lesser of (x) the Unused Revolving Credit Commitments then in effect and (y) or the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then determined and computedCommitment;
(d) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor together with the fees called for hereby; and
(e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and
(e) in the case of the issuance of . The Company's request for any Loan or Letter of Credit, the Agent Credit shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable constitute its warranty as to the Agentfacts specified in subsections (a) through (d), with such Application or written requestboth inclusive, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correctabove."
Appears in 1 contract
Sources: Credit Agreement (Anicom Inc)