All Credit Events After the Closing Date. On the date of each Borrowing and on the date of each Credit Event (in each case, after the Closing Date and other than pursuant to an Incremental Assumption Agreement): (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). (b) [reserved]. (c) Other than in the case of an extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties 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). (d) At the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing. (e) Each Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal of a Letter of Credit, as applicable, as to the matters specified in paragraphs (c) and (d) of this Section 4.01.
Appears in 2 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
All Credit Events After the Closing Date. On the date of each Borrowing Except as set forth in Section 2.21(6), 2.22(2) and on the date of 2.23(2) and subject to Section 1.09, each Credit Event (in each case, after the Closing Date and other than pursuant is subject solely to an Incremental Assumption Agreement):the satisfaction or waiver of the following conditions precedent:
(a1) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.032.03(4)) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit (and if requested by such Issuing Bank, a letter of credit application) as required by Section 2.05(b2.05(2).
(b2) [reserved].
(c) Other than in the case of an extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit, the The representations and warranties set forth in the Loan Documents shall will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date, in each caseas applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date).
(d3) At the time of and immediately after such any Borrowing or issuance, amendment, extension or renewal of a Letter of Credit Event(other than an amendment, extension not beyond the Maturity Date, or renewal of a Letter of Credit without any increase in the stated amount thereof), as applicable, no Default or Event of Default or Default shall have occurred and be continuingcontinuing or would result therefrom.
(e4) Each At the time after such Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers on the date of such Borrowing, or issuance, amendment, extension or renewal of a Letter of Credit, as applicable, the sum of, without duplication, of Revolving Loans, unreimbursed drawings under Letters of Credit and the face amount of undrawn amount of outstanding Letters of Credit does not exceed the Line Cap. Each such Credit Event occurring after the Closing Date will be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Event as to the matters specified in paragraphs (c2), (3) and (d4) of this Section 4.014.02. There are no conditions, implied or otherwise, to the making of Loans after the Closing Date other than as set forth in the preceding clauses (1) through (4) of Section 4.02 and upon satisfaction or waiver of such conditions Loans will be made by the Lenders and any applicable Letters of Credit will be issued, amended, extended or renewed.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.), Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
All Credit Events After the Closing Date. On the date of each Borrowing and Credit Event, other than Credit Events on the date of each Credit Event (in each case, after the Closing Date and other than pursuant to an Incremental Assumption Agreement):Date:
(a1) The Administrative Agent shall have received, in the case of a Term Benchmark Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) , or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit (and if requested by such Issuing Bank, a letter of credit application and other customary Issuer Documents) as required by Section 2.05(b2.05(1).
(b2) [reserved].
Except with respect to any Borrowing pursuant to Section 2.11(5) and Section 2.21 (csolely when the proviso in Section 2.21(7)(b) Other than in is applicable and then only to the case of an extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Creditextent required thereby), the representations and warranties set forth in the Loan Documents shall will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date, in each caseas applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date).
(d3) At the time of and immediately after such Credit Event, no Event of Default any Borrowing (other than a Borrowing pursuant to Section 2.21 (solely when the proviso in Section 2.21(7)(a) is applicable)) or Default shall have occurred and be continuing.
(e) Each Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal of a Letter of Credit, as applicable, (i) with respect to a Borrowing pursuant to Section 2.11(5), no Specified Event of Default shall have occurred and be continuing or would result therefrom and (ii) with respect to all other Borrowings, no Default or Event of Default shall have occurred and be continuing or would result therefrom.
(4) At the time after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit, as applicable, the sum of, without duplication, Revolving Loans (including Swingline Loans), unreimbursed drawings under Letters of Credit and the undrawn amount of outstanding Letters of Credit does not exceed the Line Cap. Each such Credit Event occurring after the Closing Date will be deemed to constitute a representation and warranty by each Borrower on the date of such Credit Event as to the matters specified in paragraphs (c2), (3) and (d4) of this Section 4.01. There are no conditions, implied or otherwise, to the making of Loans after the Closing Date other than as set forth in the preceding clauses (1) through (4) of this Section 4.01 and upon satisfaction or waiver of such conditions Loans will be made by the Lenders and any applicable Letters of Credit will be issued, amended, extended or renewed as and to the extent required hereunder.
Appears in 1 contract
All Credit Events After the Closing Date. On the date of each Borrowing and on the date of each Credit Event (in each case, occurring after the Closing Date and other than pursuant to an Incremental Assumption Agreement(including the Final Draw):
(a) The Administrative Agent shall have received, in the case of a Borrowing, received a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).
(b) [reserved].
(c) Other than in the case Each of an extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit, the representations and warranties made by any Loan Party set forth in the Article III or in any other Loan Documents Document shall be true and correct in all material respects on and as of the date of such date, in each case, Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(dc) At the time of and immediately after such Credit Eventthe applicable Borrowing, as applicable, no Event of Default or Default shall have occurred and be continuing.
(i) The Final Order shall have been entered by the Bankruptcy Court and shall not have been amended, modified, repealed or stayed in any respect without the Required Lenders’ consent (which consent of the Required Lenders may be communicated via a Direction of the Required Lenders).
(e) The RSA shall be in full force and effect and no Funded Debt Creditor Termination Event (as defined in the RSA) shall have occurred and be continuing under the RSA. Each Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers Parent and each Borrower on the date of such Borrowing, issuance, amendment, extension or renewal of a Letter of Credit, as applicable, Credit Event as to the matters specified in paragraphs (cb) and (dc) of this Section 4.01.
Appears in 1 contract
Samples: Superpriority Senior Secured Debtor in Possession Credit Agreement (Mallinckrodt PLC)
All Credit Events After the Closing Date. On the date of each Borrowing and on the date of each Credit Event (in each case, after the Closing Date and other than pursuant to an Incremental Assumption Agreement):
(a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).
(b) [reserved].
(c) Other than in the case of an extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties 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).
(d) At the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing.
(e) Each Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date of such Borrowing, issuance, amendment, extension or renewal of a Letter of Credit, as applicable, as to the matters specified in paragraphs (c) and (d) of this Section 4.01.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
All Credit Events After the Closing Date. On the date of each Borrowing and on the date of each Credit Event (in each case, after the Closing Date and other than pursuant to an Incremental Assumption Agreement):
(a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).
(b) [reserved].
(c) Other than in the case of an extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties 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).
(d) At the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing.. 145
(e) Each Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers Borrower on the date of such Borrowing, issuance, amendment, extension or renewal of a Letter of Credit, as applicable, as to the matters specified in paragraphs (c) and (d) of this Section 4.01.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)