Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct: (a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto); (b) except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule: (i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect; (c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect; (d) no Change in Control shall have occurred; and (e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 5 contracts
Samples: Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth Borrowing in the initial proviso to connection with this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), Amendment the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI of the Credit Agreement (excluding, however, those contained in Section 7.86.7) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Disclosure Schedule:Credit Agreement
(i) no labor controversylitigation, litigationaction, proceeding, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated Subsidiaries in respect of the Subsidiary Guarantors which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or that would prospects or which purports to affect the legality, validity or enforceability of this Agreement Agreement, or any other Loan Document; and;
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 6.7 of the Credit Agreement which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;might materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects; and
(c) no Default shall have then occurred and be continuing, and no Obligornone of the Borrower, nor any other Group Company, or any of their respective Subsidiaries, shall be Subsidiaries is in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingdecree.
Appears in 4 contracts
Samples: Credit Agreement (Carlisle Holdings LTD), Credit Agreement (Carlisle Holdings LTD), Credit Agreement (Carlisle Holdings LTD)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7) and in any each other Loan Document shall shall, in each case, be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower or any Parent Guarantor to the Agents, the Documentation Agent and the Lenders pursuant to Section 6.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding (including any relating to any Pharmaceutical Law) shall be pending or, to the knowledge of the Borrower or any ObligorParent Guarantor, threatened against the Borrower, any Obligor, Parent Guarantor or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so (including any relating to any Pharmaceutical Law) disclosed in respect of pursuant to Section 6.7 which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect;; and
(c) no Default shall have then occurred and be continuing, and no Obligorneither the Borrower, any Parent Guarantor nor any of their respective Subsidiaries, shall be Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2including any Pharmaceutical Law); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 4 contracts
Samples: Credit Agreement (Dri I Inc), Credit Agreement (Duane Reade Inc), Credit Agreement (Dri I Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 7.89.8 and 9.15) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Agent and the Banks pursuant to Section 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 3 contracts
Samples: Credit Agreement (Synagro Technologies Inc), Credit Agreement (Synagro Technologies Inc), Credit Agreement (Santi Group Inc /Ga)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such any Credit Extension to such other IndebtednessExtension), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.87.7) and in any each other Loan Document shall shall, in each case, be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by any Borrower to the Disclosure Schedule:Administrative Agent, the Issuer and the Lenders pursuant to Section 7.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, or threatened against any Obligor, such Borrower or any of their respective Consolidated its Subsidiaries in respect which could reasonably be expected to materially adversely affect the consolidated business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole or which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 7.7 which could reasonably be expected to materially adversely affect the consolidated business, property, operations, assets, liabilities, condition (financial or otherwise) or prospects of which there exists the Parent and its Subsidiaries taken as a reasonable possibility of an outcome that would result in a Material Adverse Effect;whole; and
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have then occurred and be continuing.
Appears in 3 contracts
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc), Credit Agreement (Dollar Thrifty Automotive Group Inc), Amendment Agreement (Dollar Thrifty Automotive Group Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial final proviso to this sectionSection) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article ARTICLE VII (excluding, however, those contained in Section 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided provided, however, that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 8.1.5 of the Credit Agreement shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Section 5 hereof and in Article VII VI of the Credit Agreement (excluding, however, those contained in Section 7.86.7 of the Credit Agreement) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) by the Borrower to the Agent and the Lenders pursuant to Section 6.7 of the Disclosure ScheduleCredit Agreement:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect might materially adversely affect the Borrower's consolidated business, operations, assets, revenues, properties or that would prospects or which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Agreement Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 6.7 which might materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effectthe Borrower and its Subsidiaries;
(c) no Default shall have then occurred and be continuing, and no Obligor, neither the Borrower nor any of their respective Subsidiaries, shall be its Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;decree; and
(d) no Change in Control the aggregate outstanding principal amount of the Loans shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (Available Borrowing Base, as such amount may be reduced from time to time calculated in the then most recently delivered Borrowing Base Certificate pursuant to Section 2.2); provided that the Credit Agreement, and the Borrower shall not be delinquent in the case delivery of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingBorrowing Base Certificate pursuant to the Credit Agreement.
Appears in 2 contracts
Samples: Senior Secured Seasonal Line of Credit Agreement (Thorn Apple Valley Inc), Senior Secured Seasonal Line of Credit (Thorn Apple Valley Inc)
Compliance with Warranties, No Default, etc. Both before and -------------------------------------------- after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 12.1.2 shall -------------- have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding Sections 9.6 and 9.8) and in any ------------ --- the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Agent and the Banks pursuant to Section 9.6, -----------
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 9.6 which there exists might reasonably be expected to have a reasonable possibility of an outcome that would result in a ----------- Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement (United Rentals Inc), Credit Agreement (United Rentals Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(ed) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Credit Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such any Credit Extension to such other Indebtedness), Extension) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7) and in any each other Loan Document shall in each case be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agents and the Lenders pursuant to Section 6.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower or the Parent, threatened against any Obligorthe Borrower, the Parent or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan DocumentEffect; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 6.7 which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect;
(c) the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans, plus (ii) the aggregate amount of all Letter of Credit Outstandings, does not exceed the Revolving Loan Commitment Amount then in effect; and
(d) no Default shall have then occurred and be continuing, and no neither the Borrower, any other Obligor, nor any of their respective Subsidiaries, shall be its Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingdecree.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Extension, the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7, and such representations and warranties as are modified to the extent disclosed to the Administrative Agent and the Lenders solely as a result of a Permitted Acquisition or Permitted Disposition made in accordance with the terms of this Agreement) and those set forth in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7,
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge (after due inquiry) of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of (including, without limitation, Acme and its Subsidiaries) which there exists a reasonable possibility of an outcome that would result in is reasonably likely to restrain, prevent or impose burdensome conditions on the Acquisition or have a Material Adverse Effect or, in the case of the initial Credit Extension, seeks to restrain, enjoin or that would affect otherwise prevent the legalityconsummation of, validity or enforceability of to recover damages or obtain relief as a result of, the transactions contemplated by or in connection with this Agreement or any the other Loan DocumentDocuments; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 6.7 which there exists a reasonable possibility of an outcome that would result in might have a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any the sum of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(di) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions aggregate outstanding principal amount of all the Lenders do Revolving Loans and (ii) aggregate amount of Letter of Credit Outstandings shall not exceed the Total Revolving Loan Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2time); provided that , and the sum of all Revolving Loans, all Term Loans and all Letter of Credit Outstandings, together with all other outstanding Indebtedness (as defined in the case Indenture for the Senior Notes) of any continuation or conversion of the Borrower and its Subsidiaries and all Disqualified Stock (as defined in the Indenture for the Senior Notes) shall not result in a BorrowingConsolidated Coverage Ratio (as defined in the Indenture for the Senior Notes) that is greater than 2.0 to 1.0, all as certified in reasonable detail to the Administrative Agent; and
(d) no Event of Default shall have then occurred and be continuingcontinuing and the Borrower shall not be in material violation of any law or governmental regulation or court decree.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Key Components Finance Corp)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 7.89.8 and 9.14) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Administrative Agent and the Banks pursuant to Section 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Borrowers and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding Sections 9.6 and 9.8) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrowers to the Agent and the Banks pursuant to Section 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligoreither of the Borrowers, threatened against any Obligor, either of the Borrowers or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither of the Borrowers nor any of their respective Subsidiaries, Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;; and
(d) no Change in Control there shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that been no change in the case operations or financial condition of any continuation either of the Borrowers or conversion of their Subsidiaries or in the market for syndicated loans that might reasonably be expected to have a Borrowing, no Event of Default shall have occurred and be continuingMaterial Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Bogen Communications International Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in borrowing and the initial proviso to this section) issuance of a Borrowing (but, if any Default Letter of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Credit, the following statements shall be true and correct:
(a) the representations and warranties of the Company and each Obligor Subsidiary set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except no Event of Default or Unmatured Event of Default shall have then occurred and be continuing;
(c) unless the proceeds of such borrowing are to be used to repurchase, redeem or repay all outstanding Subordinated Notes, for so long as disclosed either Subordinated Notes Indenture is in Item 7.8 effect (Litigationunless the obligations of the Company with respect to all 40 48 Subordinated Notes thereunder have been, or are concurrently with such borrowing to be, defeased in accordance with the terms of such Subordinated Notes Indenture), if after giving effect to such borrowing or the issuance of such Letter of Credit, the sum of the aggregate principal amount of all outstanding Loans plus the Stated Amount of all Letters of Credit would exceed the maximum amount of Debt permitted under each of Section 4.04(ii) of the Disclosure Schedule:
Series A Subordinated Notes Indenture or Section 4.4(ii) of the Series B Subordinated Notes Indenture (i) no labor controversyor any similar provision in any instrument, litigation, arbitration indenture or governmental investigation or proceeding shall be pending or, agreement governing Refinancing Debt with respect to the knowledge Subordinated Notes (a "Refinancing Agreement") that limits the maximum amount of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome Debt that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of Company may incur under this Agreement or any other Loan Documentsenior credit facility of the Company without recourse to any other provision of such Refinancing Agreement), the Agent shall be satisfied that such borrowing or such issuance of a Letter of Credit will not violate either Subordinated Notes Indenture (or any Refinancing Agreement) and that the Company's obligations to the Agent and the Lenders in respect of such borrowing or Letter of Credit are "Senior Debt" under and as defined in each Subordinated Notes Indenture that is in effect at the time of such borrowing; and
(iii) no development if the proceeds of any borrowing are to be used to finance a tender offer for Subordinated Notes, (x) all terms and conditions of any such tender offer shall be satisfactory to the Agent (including the maximum tender price and all fees and commissions paid to any information agent, solicitation agent, dealer manager or Person performing any similar role) and each such tender offer shall comply with the offer documents applicable thereto and all applicable laws (including Rule 14e-1 under the Securities Exchange Act of 1934 and other Federal and state securities laws and regulations) and (y) there shall have occurred in any labor controversybeen delivered to the Agent true and correct copies of all offer documents applicable thereto, litigation, arbitration or governmental investigation or proceeding so disclosed in respect all of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation form and substance reasonably satisfactory to the Agent (the Agent agrees to review any such documents received by it reasonably promptly following receipt) and (ii) if the proceeds of any law or governmental regulation or court order or decree whichborrowing are to be used in connection with any solicitation of consents to amend any Subordinated Notes Indenture, singly or in all terms and conditions of each such consent solicitation shall be reasonably satisfactory to the aggregate, results in, or would Agent (the Agent agrees to review any such documents received by it reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2promptly following receipt); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section SECTION 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), any Borrowing) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article ARTICLE VII (excluding, however, those contained in Section 7.8SECTION 7.7) and in any other Loan Document shall be true and correct (both before and after giving PRO FORMA effect to any Acquisition to be financed with the proceeds of such Credit Extension) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided PROVIDED that if any SECTION 7.5 shall be deemed to refer to the most recent date of the delivery of the financial statements delivered pursuant referred to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto)therein;
(b) except as disclosed in Item 7.8 (Litigation) of by each Borrower to the Disclosure Schedule:Administrative Agent and the Lenders pursuant to SECTION 7.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorsuch Borrower, threatened against any Obligor, such Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in (A) if determined adversely to such Borrower or such Subsidiary, as the case may be, could reasonably be expected to have a Material Adverse Effect (except, but only to the extent, the statement in this SUBCLAUSE (A) is made or that would deemed made with respect to any time prior to the Collateral Release Date, for Asbestos Litigation) or (B) which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to SECTION 7.7 which if determined adversely to such Borrower or any of which there exists a reasonable possibility of an outcome that would result in its Subsidiaries, as the case may be, could reasonably be expected to have a Material Adverse EffectEffect (except, but only to the extent that the statement in this CLAUSE (ii) is made or deemed made with respect to any time prior to the Collateral Release Date, for Asbestos Litigation);
(c) no Default shall have then occurred and be continuing, and no Obligor, neither of the Borrowers nor any of their respective Subsidiaries, shall be Significant Subsidiaries are in material violation of any applicable law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;decree; and
(d) at any time after the Collateral Release Date, there exists no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingMaterial Post-Collateral Release Asbestos Litigation.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other Loan Document VI shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure ScheduleBorrower to the Agent and the Lenders pursuant to Section 6.7:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligorthe Borrower, or any of their respective Consolidated its Subsidiaries in or the General Partner which, if adversely determined, is reasonably likely to materially adversely affect the Borrower's consolidated business, operations, assets, revenue, properties or prospects (with respect of to the Borrower's ability to pay or repay the Obligations) or which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or -37- 39 governmental investigation or proceeding so disclosed in pursuant to Section 6.7 which, if adversely determined, is reasonably likely to materially adversely affect the Borrower's consolidated business, operations, assets, revenues, properties or prospects (with respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;to the Borrower's ability to pay or repay the Obligations); and
(c) no Default shall have then occurred and be continuing, and no Obligorneither the Borrower, nor any of their respective Subsidiaries, shall be its Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingdecree.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such the occurrence of the Fourth Amendment Effective Date and the amendments to the Credit Extension other than any continuation or conversion (except as otherwise Agreement set forth in above, the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect U.S. Borrower represents and warrants to the application, directly or indirectly, of Agents and the proceeds of such Credit Extension to such other Indebtedness), Lenders that the following statements shall be are true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7 and clause (c) of Section 6.11) of the Credit Agreement and in any each other Loan Document shall be (including the U.S. Borrower Security Agreement) are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be were true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 by the U.S. Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7 of the Credit Agreement and clause (Litigationc) of Section 6.11 of the Disclosure Schedule:Credit Agreement,
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe U.S. Borrower, threatened against any Obligor, the U.S. Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect is reasonably likely to materially adversely affect the U.S. Borrower's consolidated business, operations, assets, revenues, properties or that would prospects or which purports to affect the legality, validity or enforceability of this Amendment, the Amended Credit Agreement or any other Loan Document; and
(ii) no development shall have has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 6.7 of the Credit Agreement or clause (c) of Section 6.11 of the Credit Agreement which there exists a reasonable possibility is reasonably likely to materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of an outcome that would result in a Material Adverse Effect;the U.S. Borrower and its Subsidiaries; and
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have then occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Aaf McQuay Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 7.89.8 and 9.15) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Administrative Agent and the Banks pursuant to Section 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)hereunder, the following statements shall be true and correct:
(a) each of the representations and warranties of each Obligor the Company set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an a specific 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 if any of such representation and warranty is qualified as to materiality, with respect to such representation and warranty, the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to materiality qualifier set forth in this clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied disregarded for the purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto)of this condition;
(b) except as disclosed in Item 7.8 (Litigation) no Event of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration Default or governmental investigation or proceeding shall be pending or, to the knowledge Unmatured Event of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development Default shall have then occurred in any labor controversyand be continuing or immediately result from such borrowing or issuance, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effectas applicable;
(c) other than as disclosed to the Administrative Agent in writing, the Company has no Default shall have occurred and knowledge that any Investor that has a Capital Commitment would be continuingentitled to exercise any withdrawal, and no Obligorexcuse or exemption right under the Operating Agreement, nor its Subscription Agreement or any Side Letter with respect to any Investment being acquired in whole or in part with any proceeds of their respective Subsidiariesthe related Loan or Letter of Credit (provided that, if the Company has disclosed a potential withdrawal, excuse or exemption right to the Administrative Agent in writing, the excused, withdrawn or exempted portion of the applicable Investor’s unfunded Capital Commitment shall be in violation excluded from the calculation of any law or governmental regulation or court order or decree whichthe Borrowing Base, singly or in but the aggregate, results in, or would reasonably Company shall not be expected to result in, a Material Adverse Effectprohibited from such credit extension upon satisfaction of the other conditions therefor);
(di) no Change the Revolving Outstandings do not and will not exceed the Revolving Loan Availability, (ii) each Lender’s Pro Rata Share of the Revolving Outstandings does not and will not exceed the Commitment of such Lender, and (iii) with respect to the issuance of a Letter of Credit only, the aggregate stated amount of the outstanding Letters of Credit shall not exceed the L/C Sublimit;
(e) subject to Permitted Liens, neither the validity nor priority of the security interest in Control shall have occurredthe Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties) is impaired for any reason; and
(ef) the Outstanding Loan Documents executed by the Company on the day of such request and the day of such Credit Extensions Extension constitute legal, valid and binding agreements and obligations of all the Lenders do Company, enforceable in accordance with their respective terms, subject to Debtor Relief Laws and general equitable principles (whether considered in a proceeding in equity or at law) and (ii) have not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of been terminated or become or been declared ineffective or inoperative for any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingreason.
Appears in 1 contract
Samples: Credit Agreement (Jefferies Credit Partners BDC Inc.)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), Amendment the following statements shall be true and correct:
(a) to the representations and warranties best knowledge of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any a Responsible Officer of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 whichCompany, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuingcontinuing as of the date hereof;
(b) no Applicable Law shall exist that would (i) make it illegal for the Company to (x) execute and deliver this Amendment and each other document, if any, to be executed by it in connection with this Amendment, (y) perform any obligation under this Amendment and no Obligoreach other document, nor if any, to be executed by it in connection with this Amendment or any of their respective Subsidiariesthe other Operative Documents, shall be or (ii) subject the Company, the Lessees, the Lessor, the Administrative Agent or any Lender to any penalty or to other liability under or pursuant to any Applicable Law in violation connection with any of any law or governmental regulation or court order or decree whichthe foregoing, singly or subject, however, in the aggregatecase of (i)(x) and (y) and (ii), results into Section 11.5(b) of the Participation Agreement; 7
(c) no actions or proceedings shall have been instituted or threatened by or before any Governmental Authority nor shall any Applicable Law have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or would reasonably prevent the consummation of the transactions contemplated by any of the Operative Documents, this Amendment and each other document, if any, to be expected to result in, a Material Adverse Effectexecuted by it in connection with this Amendment;
(d) no Change each representation and warranty made by the Company in Control this Amendment or any of the Operative Documents that is (i) qualified as to materiality shall have occurredbe true and correct (to the extent of such qualification) on and as of the date hereof (unless such representation and warranty specifically relates only to an earlier date set forth therein, in which case such representation and warranty shall be true and correct (to the extent of such qualification) on and as of such earlier date) in all respects and (ii) not qualified as to materiality shall be true and correct on and as of the date hereof (unless such representation and warranty specifically relates only to an earlier date set forth therein, in which case such representation and warranty shall be true and correct on and as of such earlier date) in all material respects; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowingsince June 30, 1997, no Event of Default material adverse change shall have occurred and be continuingwith respect to the Company.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both The representations and warranties set forth in Article 5 and all other Loan Documents shall have been true and correct in all material respects as of the date initially made, and both before and after giving effect to the effectiveness of any such Incremental Increase or the making of any such Loan or the issuance of such Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, extent expressly stated to be as of the proceeds of such Credit Extension to such other Indebtednessan earlier date), the following statements shall be true and correct:and
(a) after giving effect to any amendment to the Schedules accepted by Required Lenders pursuant to Section 4.2.2, such representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other Loan Document shall be true and correct in all material respects with the same effect as if then made (unless except to the extent expressly stated to relate solely to be as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) after giving effect to any amendment to the Schedules accepted by Required Lenders pursuant to Section 4.2.2, all representations and warranties set forth in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made (except to the extent expressly stated to be as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule:an earlier date);
(ic) no labor controversy, material adverse development shall have occurred in any litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, renders such litigation, arbitration or governmental investigation or proceeding so disclosed likely to succeed in respect the opinion of which there exists a reasonable possibility of an outcome that would the Required Lenders and, if successful, could result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse EffectChange;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation Default or conversion of a Borrowing, no Event of Default shall have occurred and be continuingcontinuing or would result therefrom; and
(e) the aggregate of all Working Capital Facility Loans plus the aggregate outstanding amount of all Letter of Credit Obligations does not exceed the Borrowing Base.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 11.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Borrowers and any Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding Sections 8.6 and 8.8) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrowers to the Bank pursuant to Section 8.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligoreither of the Borrowers, threatened against any Obligor, either of the Borrowers or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 8.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither of the Borrowers nor any of their respective Subsidiaries, Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;; and
(d) no Change in Control there shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that been no change in the case operations or financial condition of any continuation either of the Borrowers or conversion of their Subsidiaries or in the market for syndicated loans that might reasonably be expected to have a Borrowing, no Event of Default shall have occurred and be continuingMaterial Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Bogen Communications International Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) VI and in any each other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed set forth in Item 7.8 (Litigation) 6.7 of the Disclosure Schedule:
(i) , no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no material adverse development shall have occurred in any litigation, action, proceeding, labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effectpursuant to Section 6.7;
(c) the sum of the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans plus the aggregate amount of all Letter of Credit Outstandings, does not exceed the then existing Borrowing Base Amount;
(d) the sum of the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans plus the aggregate amount of all Letter of Credit Outstandings, does not exceed the Revolving Loan Commitment Amount;
(e) the sum of the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans does not exceed $16,000,000;
(i) the Actual Total Uses for each calendar week as set forth in any Cash Flow Forecast Report do not exceed the corresponding Forecast Total Uses for such calendar week in such Cash Flow Forecast Report by $250,000 or more in any single instance or (ii) any such variance of $250,000 or more during a calendar week has been approved by each Lender; and
(g) no Default hereunder has occurred and is continuing (and immediately prior to the Effective Date, no Default under (and as defined in) the Existing Credit Agreement (except Defaults set forth in Item 5.2.1(f) of the Disclosure Schedule “Existing Credit Agreement Defaults”) shall have occurred and be continuingcontinuing as of such time), and no neither Aegis, the Borrower, any other Obligor, nor any of their respective Subsidiaries, Subsidiaries shall be in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingdecree.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Revolving Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), any Borrowing) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI of the Term Loan Agreement as in effect on the date hereof, unless the Required Revolving Credit Lenders shall otherwise consent (excluding, however, those contained in Section 7.86.7 of the Term Loan Agreement as in effect on the date hereof, unless the Required Revolving Credit Lenders shall otherwise consent) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) by any Revolving Credit Borrower to the Syndication Agent and the Revolving Credit Lenders pursuant to Section 6.7 of the Disclosure Schedule:Term Loan Agreement as in effect on the date hereof, unless the Required Revolving Credit Lenders shall otherwise consent
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any ObligorRevolving Credit Borrower, threatened in writing against any ObligorRevolving Credit Borrower or any of its Subsidiaries which could reasonably be expected to materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of the Term Loan Borrower, the Revolving Credit Borrowers or any of their respective Consolidated Subsidiaries in respect of or which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would purports to materially adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Revolving Credit Document; and
and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed pursuant to Section 6.7 of the Term Loan Agreement as in respect of effect on the date hereof, unless the Required Revolving Credit Lenders shall otherwise consent, which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect;; and
(c) no Default shall have then occurred and be continuing, and no neither any Revolving Credit Borrower, any other Revolving Credit Obligor, nor any of their respective Subsidiaries, shall be Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingdecree.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) issuance of a Letter of Credit or any Borrowing (but, if any Default of the nature referred to in Section 9.1.5 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7) and in any other Loan Document shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Lenders pursuant to Section 6.7
(i) no labor controversy, litigation, action, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in is reasonably likely to have a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan DocumentEffect; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 6.7 which there exists a reasonable possibility of an outcome that would result in is reasonably likely to have a Material Adverse Effect;
(c) to the extent that, after giving effect to such Borrowing or the issuance of such Letter of Credit, the aggregate principal amount of all outstanding Loans and the face amount of all outstanding Letters of Credit would exceed $150,000,000, the incurrence thereof shall be permissible under Section 4.11(g) of the Senior Note Indenture; and
(d) no Default shall have then occurred and be 72 continuing, and no neither the Borrower, any other Obligor, nor any of their respective Subsidiaries, shall be its Subsidiaries are in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would which is reasonably be expected likely to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Extension, the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII ARTICLE VI (excluding, however, those contained in Section 7.8SECTION 6.7, and such representations and warranties as are modified to the extent disclosed to the Agent and the Lenders solely as a result of a Permitted Acquisition or Permitted Disposition made in accordance with the terms of this Agreement) and those set forth in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Lenders pursuant to SECTION 6.7,
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge (after due inquiry) of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect (including, without limitation, Valley Forge and its Subsidiaries) which is reasonably likely to restrain, prevent or impose burdensome conditions on the Acquisition or to materially adversely affect the consolidated business, operations, assets, revenues, properties or prospects of the Borrower and its Subsidiaries (including, without limitation, Valley Forge and its Subsidiaries), which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan DocumentDocument or, in the case of the initial Credit Extension, seeks to restrain, enjoin or otherwise prevent the consummation of, or to recover damages or obtain relief as a result of, the transactions contemplated by or in connection with this Agreement or the other Loan Documents; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to SECTION 6.7 which might materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of which there exists the Borrower and its Subsidiaries taken as a reasonable possibility of an outcome that would result in a Material Adverse Effectwhole;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any the sum of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(di) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions aggregate outstanding principal amount of all the Lenders do Revolving Loans and (ii) aggregate amount of Letter of Credit Outstandings shall not exceed the Total lesser of the Revolving Loan Commitment Amount (as such amount may be reduced from time to time) and the Borrowing Base Amount in effect at such time pursuant to Section 2.2(as demonstrated by a Borrowing Base Certificate dated as of the most recent month-end); provided that in the case of any continuation or conversion of a Borrowing, and
(d) no Event of Default shall have then occurred and be continuingcontinuing and the Borrower shall not be in material violation of any law or governmental regulation or court decree.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section SECTION 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article ARTICLE VII (excluding, however, those contained in Section SECTION 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause CLAUSE (b) of Section SECTION 8.1.1 do not present fairly the consolidated financial condition of the Persons covered 65 thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause CLAUSE (a) or (b) of Section SECTION 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section SECTION 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item ITEM 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(ed) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Credit Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2SECTION 2.3); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding Sections 9.6, however, those contained in Section 7.89.8 and 9.14) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Administrative Agent and the Banks pursuant to Section 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to Section 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuingcontinuing or shall occur as the result of such borrowing or issuance, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 SECTION 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding SECTIONS 9.6 and 9.8) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Administrative Agent and the Banks pursuant to SECTION 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to SECTION 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.governmental
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), any Borrowing) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.87.7) and in any each other Loan Document shall be true and correct in all 42 49 material respects with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Lenders pursuant to Section 7.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Significant Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in reasonably be expected to cause a Material Adverse Effect or that would which purports to materially and adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 7.7 which there exists a reasonable possibility of an outcome that would result in might have a Material Adverse Effect;; and
(c) no Default (other than a Nonmaterial Subsidiary Default) shall have then occurred and be continuing, and no neither the Borrower, any other Obligor, nor any of their respective Subsidiaries, shall be its Significant Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or which would reasonably be expected to result in, cause a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in borrowing and the initial proviso to this section) issuance of a Borrowing (but, if any Default Letter of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Credit, the following statements shall be true and correct:
(a) (i) with respect to Loans advanced on the Closing Date, the representations and warranties of each Obligor Loan Party set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement and in any the other Loan Document Documents shall be true and correct in all respects with the same effect as if then made (unless except to the extent stated to relate solely to an a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that , and (ii) with respect to any Loans advanced or Letters of Credit issued after the Closing Date, the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as if any of then made (except (x) to the financial statements delivered pursuant extent stated to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and (y) to the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one extent such representation or more financial statements pursuant to clause (a) warranty is qualified by materiality or (b) of Section 8.1.1 whichMaterial Adverse Effect, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in which case such prior delivered financial statement, then the representation representations and warranty contained in Section 7.6 as it relates to such prior delivered financial statement warranties shall be deemed satisfied for purposes hereof (it being understood true and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect theretocorrect in all respects);
(b) except as disclosed in Item 7.8 (Litigation) no Default or Event of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development Default shall have then occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effectand be continuing;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, the Loan Parties shall be in violation compliance on a pro forma basis with the financial covenants set forth in Section 11.14 computed using the covenant levels and financial information for the most recently ended month or quarter, as applicable, for which information is available (assuming for such purpose that the required covenant levels as of any law or governmental regulation or court order or decree whichdate occurring prior to May 31, singly or in 2015 are the aggregatesame levels required for the Computation Period ending May 31, results in, or would reasonably be expected to result in, a Material Adverse Effect;2015); and
(d) no Change in Control prior to funding any Delayed Draw Term Loan, the Administrative Agent shall have occurred; and
received a fully executed acknowledgment from the parties to the Omniglow Settlement Agreement, in form and substance satisfactory to the Administrative Agent, that shall provide that the making of the Omniglow Settlement Payment shall (ei) satisfy all of the Outstanding Credit Extensions of all Loan Parties’ obligations under the Lenders do not exceed Omniglow Settlement Agreement and under the Total Commitment Amount “Amended Final Judgment” (as such amount may be reduced from time to time pursuant to Section 2.2); provided that defined in the case Omniglow Settlement Agreement), and (ii) cause the release of any continuation or conversion the Loan Parties set forth in Section 8(a) of a Borrowing, no Event of Default shall have occurred and be continuingthe Omniglow Settlement Agreement to become automatically effective.
Appears in 1 contract
Samples: Credit Agreement (Cyalume Technologies Holdings, Inc.)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds As of such Credit Extension to such other Indebtedness)Funding Date, the following statements shall be true and correct:
(a) (i) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) VI and in any other Loan Document each Operative Agreement entered into on or prior to such Funding Date shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely 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 (y) if any the Borrower sets forth in the applicable Notice of Advance delivered to the financial statements delivered pursuant Administrative Agent specific events or circumstances in reasonable detail which have occurred which in the Borrower’s good faith judgment may cause the representation set forth in Section 6.5 to not be true and correct on such proposed Funding Date, the parties hereto agree and acknowledge that the Lenders shall not be obligated to fund such Advance on such Funding Date (whether or not all conditions precedent have been met) and (z) if the Lenders elect to fund an Advance described in clause (by) of Section 8.1.1 do not present fairly above (in their sole discretion), the consolidated financial condition of the Persons covered thereby as of the dates thereof parties hereto agree and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then acknowledge that the representation and warranty contained set forth in Section 7.6 as it relates 6.5 (solely in relation to such prior delivered financial statement events or circumstances and solely in respect of such Advance) shall be deemed satisfied for purposes hereof waived (it being understood and agreed that any such subsequent delivered financial statements funding shall not adversely affect the Lenders’ right to not fund under the same or similar circumstances in the future) and no Default or Event of Default shall be deemed to have cured occur as a result of such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);borrowing,
(b) except as disclosed there shall have been no change in Item 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, Applicable Law prior to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome such Funding Date that would result in a Material Adverse Effect or that would affect make it unlawful for the legalityLenders to make such Advance, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) on such Funding Date and immediately after giving effect to such Advance, no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingcontinuing or would result from such Advance and the Lender shall have received a certificate executed by the Managing Member of the Borrower to that effect.
Appears in 1 contract
Samples: Revolving Notes Facility Agreement (APT Sunshine State LLC)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), any Borrowing) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.87.7) and in any each other Loan Document shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Lenders pursuant to Section 7.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Significant Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in reasonably be expected to cause a Material Adverse Effect or that would which purports to materially and adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 7.7 which there exists a reasonable possibility of an outcome that would result in might have a Material Adverse Effect;; and
(c) no Default (other than a Nonmaterial Subsidiary Default) shall have then occurred and be continuing, and no neither the Borrower, any other Obligor, nor any of their respective Subsidiaries, shall be its Significant Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or which would reasonably be expected to result in, cause a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 SECTION 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding SECTIONS 9.6 and 9.8) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Agent and the Banks pursuant to SECTION 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to SECTION 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;; and
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of the making of any continuation Loan or conversion the issuance of a Borrowingany Letter of Credit which will cause the Total Outstandings to exceed $200,000,000 for the first time after the Effective Date, no Event of Default the Company shall have occurred and be continuingdelivered to the Agent evidence, reasonably satisfactory to the Agent, that the Board of Directors of the Company has approved the Company's obtaining credit extensions hereunder in an amount equal to or greater than $225,000,000.
Appears in 1 contract
Samples: Credit Agreement (U S Liquids Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in borrowing and the initial proviso to this section) issuance of a Borrowing (but, if any Default Letter of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Credit, the following statements shall be true and correct:
(a) the representations and warranties of the Company and each Obligor Subsidiary set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 no Event of Default or Unmatured Event of Default shall have then occurred and be continuing; and
(Litigationc) if after giving effect to such borrowing or the issuance of such Letter of Credit, the sum of the aggregate principal amount of all outstanding Loans plus the Stated Amount of all Letters of Credit would exceed the maximum amount of Debt permitted under each of Section 4.04(ii) of the Disclosure Schedule:
Series A Subordinated Notes Indenture or Section 4.4(ii) of the Series B Subordinated Notes Indenture (i) no labor controversyor any similar provision in any instrument, litigation, arbitration indenture or governmental investigation or proceeding shall be pending or, agreement governing Refinancing Debt with respect to the knowledge Subordinated Notes (a "Refinancing Agreement") that limits the maximum amount of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome Debt that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of Company may incur under this Agreement or any other Loan Document; and
senior credit facility of the Company without recourse to any other provision in any such Refinancing Agreement, such as (by way of example and not of limitation) provisions similar or corresponding to Section 4.04 of the Series A Subordinated Notes Indenture (other than clause (ii) no development thereof) and Section 4.4 of the Series B Subordinated Notes Indenture (other than clause (ii) thereof)), the Agent shall have occurred in be satisfied that such borrowing or such issuance of a Letter of Credit will not violate either Subordinated Notes Indenture (or any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed Refinancing Agreement) and that the Company's obligations to the Agent and the Lenders in respect of which there exists a reasonable possibility such borrowing or Letter of an outcome that would result Credit are "Senior Debt" under and as defined in a Material Adverse Effect;
each Subordinated Notes Indenture (c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2each Refinancing Agreement); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
: (a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:
Borrower to the Agent and the Lenders pursuant to Section 6.7 (i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect might materially adversely affect the Borrower's consolidated business, operations, assets, revenues, properties or that would prospects or which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
and (ii) ii no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 6.7 which might materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
the Borrower and its Subsidiaries; (c) no Default shall have then occurred and be continuing, and no Obligor, neither the Borrower nor any of their respective Subsidiaries, shall be its Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
decree; (d) no Change the Borrower is in Control compliance with the Current Ratio and Tangible Net Worth tests required by Section 7.2.4, and, immediately after giving effect to the proposed Borrowing, the Senior Debt of the Borrower shall have occurred; and
not exceed the Borrowing Base and (e) the Outstanding Loans and Letters of Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time requested will constitute "Designated Senior Indebtedness" pursuant to Section 2.2); provided that in the case of any continuation or conversion of a BorrowingIndenture, no Event of Default shall have occurred and be continuingas defined therein.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), Loan the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those and of the Borrower contained in Section 7.8) each other Credit Document and in any each other Loan Project Document shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) to the knowledge of the Disclosure Schedule:Borrower, the representations and warranties of each other Project Participant contained in each Credit Document and each Project Document shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);
(ic) the Project Costs or Project Expenses to be funded shall be incurred in accordance with the provisions of this Agreement;
(d) no labor controversy, litigation, dispute with or breach or default by any Contractor or any subcontractor, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated Subsidiaries in respect of the Project which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation no Default or conversion of a Borrowing, no Event of Default shall have then occurred and be continuingcontinuing under this Agreement, any other -62- 71 Credit Document or any other Project Document, and neither the Borrower, nor, to the knowledge of the Borrower, no other Project Participant shall be in material violation of any Governmental Approval relating to the Project which would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit and Acceptance Agreement (Trigen Energy Corp)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section SECTION 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article ARTICLE VII (excluding, however, those contained in Section SECTION 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause CLAUSE (bB) of Section SECTION 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause CLAUSE (aA) or (bB) of Section SECTION 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section SECTION 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item ITEM 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(ed) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Credit Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.to
Appears in 1 contract
Samples: Credit Agreement (Ingram Micro Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of any Borrowing to the payment of any Indebtedness involved in such Credit Extension to such other Indebtedness), Default) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.87.6) and Article III of the ADT Limited Guaranty (excluding, however, those contained in any other Loan Document Section 3.7 of the ADT Limited Guaranty) shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(bi) except as disclosed in Item 7.8 (Litigation) by the Borrower or ADT Limited to the Agent and the Lenders pursuant to, or as excepted from, Section 7.6 or Section 3.7 of the Disclosure Schedule:
(i) ADT Limited Guaranty, no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower or ADT Limited, threatened against any ObligorADT Limited, the Borrower or any of their respective Consolidated Subsidiaries in respect which might reasonably be expected to materially adversely affect the consolidated business, operations, assets, revenues, properties or prospects of ADT Limited and its Subsidiaries or the Borrower and its Subsidiaries or which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to, or as excepted from, Section 7.6 or Section 3.7 of the ADT Limited Guaranty which there exists a reasonable possibility might reasonably be expected to materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of an outcome that would result in a Material Adverse EffectADT Limited and its Subsidiaries or the Borrower and its Subsidiaries;
(c) no Default shall have then occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;; and
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that except in the case of the deemed issuance of Letters of Credit pursuant to the last sentence of Section 4.1, with respect to the issuance, extension or renewal by an Issuer of any continuation or conversion Letter of a BorrowingCredit, no Event order, judgment or decree of Default any court, arbitrator or governmental authority shall have occurred purport to enjoin or restrain such Issuer from issuing letters of credit generally or the Letter of Credit to be issued by it pursuant to the applicable Issuance Request and be continuingno request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Agent or the Issuer shall prohibit or request that the Agent or the Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular.
Appears in 1 contract
Samples: Credit Agreement (Adt Limited)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Extension, the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7) and those set forth in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Administrative Agent and the Lenders pursuant to Section 6.7,
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge (after due inquiry) of any Obligorthe Parent or the Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists has a reasonable possibility likelihood of an outcome that would result in materially and adversely affecting the Borrower's consolidated business, operations, assets, revenues, properties or prospects, taken as a Material Adverse Effect or that would whole, which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan DocumentDocument or, in the case of the initial Credit Extension, seeks to restrain, enjoin or otherwise prevent the consummation of, or to recover damages or obtain relief as a result of, the transactions contemplated by or in connection with the Acquisition, the Tender Offer, this Agreement or the other Loan Documents; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 6.7 which there exists has a reasonable possibility likelihood of an outcome that would result in materially and adversely affecting the consolidated businesses, operations, assets, revenues, properties or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any the sum of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(di) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions aggregate outstanding principal amount of all the Lenders do Revolving Loans and (ii) aggregate amount of Letter of Credit Outstandings does not exceed the Total Revolving Loan Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2time); provided that in the case of any continuation and
(d) no Default or conversion of a Borrowing, no Event of Default shall have then occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 SECTION 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excludingexcluding SECTIONS 9.6, however9.8, those contained in Section 7.8and 9.15) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Administrative Agent and the Banks pursuant to SECTION 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to SECTION 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise borrowing, but subject to the waivers set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Waiver and Omnibus Amendment Agreement, the following statements shall be true and correct:
(a) the representations and warranties of each Obligor Loan Party set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement and in any the other Loan Document Documents shall be true and correct in all respects with the same effect as if then made (unless except to the extent stated to relate solely to an a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause and
(b) no Event of Section 8.1.1 do not present fairly Default or Unmatured Event of Default shall have then occurred and be continuing without having been waived, whether temporarily or otherwise, except, with the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion consent of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
to borrowings in an aggregate principal amount not greater than the lesser of (bi) except as disclosed in Item 7.8 (Litigationthe unused amount of Revolving Commitment, minus the outstanding amount of any loans advanced under Section 6.1.2 of the Existing Bank Credit Agreement to fund the Unfunded 2006 Advances which have not been purchased by the Lenders pursuant to Section 10.1(c) of the Disclosure Schedule:
(i) no labor controversyWaiver and Omnibus Amendment Agreement, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversythe unused amount of Revolving Availability, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation minus the outstanding amount of any law or governmental regulation or court order or decree which, singly or in loans advanced under Section 6.1.2 of the aggregate, results in, or would reasonably be expected Existing Bank Credit Agreement to result in, a Material Adverse Effect;
(d) no Change in Control shall fund the Unfunded 2006 Advances which have occurred; and
(e) the Outstanding Credit Extensions of all not been purchased by the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in 10.1(c) of the case of any continuation or conversion of a BorrowingWaiver and Omnibus Amendment Agreement, no Event of Default shall have occurred and be continuing(iii) $2,066,204.74.
Appears in 1 contract
Samples: Credit Agreement (Proquest Co)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 SECTION 10.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII ARTICLE VIII (excluding, however, those contained in Section 7.8SECTION 8.7) and in any each other Loan Document shall shall, in each case, be true and correct in all material respects with the same effect as if then made (unless stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:U.S. Borrower to the Agents and the Lenders pursuant to SECTION 8.7,
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe U.S. Borrower, threatened against any Obligor, Parent or the U.S. Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect Effect, or that which would adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to SECTION 8.7 which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect;; and
(c) no Default shall have then occurred and be continuing, and no Obligor, neither Parent nor the U.S. Borrower or any of their respective Subsidiaries, its Subsidiaries shall be in material violation of any law or governmental regulation or court order or decree whichdecree, singly which violation would, individually or in the aggregate, results in, or would reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.. 107
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness)Extension, the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7, and such representations and warranties as are modified to the extent disclosed to the Agent and the Lenders solely as a result of a Permitted Acquisition or Permitted Disposition made in accordance with the terms of this Agreement) and those set forth in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Lenders pursuant to Section 6.7,
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge (after due inquiry) of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect might materially adversely affect the Borrower's consolidated business, operations, assets, revenues, properties or that would prospects, which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan DocumentDocument or, in the case of the initial Credit Extension, seeks to restrain, enjoin or otherwise prevent the consummation of, or to recover damages or obtain relief as a result of, the transactions contemplated by or in connection with this Agreement or the other Loan Documents; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 6.7 which might materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of which there exists the Borrower and its Subsidiaries taken as a reasonable possibility of an outcome that would result in a Material Adverse Effectwhole;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any the sum of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(di) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions aggregate outstanding principal amount of all the Lenders do Revolving Loans and (ii) aggregate amount of Letter of Credit Outstandings shall not exceed the Total lesser of the Revolving Loan Commitment Amount (as such amount may be reduced from time to time) and the Borrowing Base Amount in effect at such time pursuant to Section 2.2(as demonstrated by a Borrowing Base Certificate dated as of the most recent month-end); provided that in the case of any continuation or conversion of a Borrowing, and
(d) no Event of Default shall have then occurred and be continuingcontinuing and the Borrower shall not be in material violation of any law or governmental regulation or court decree.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Key Components Finance Corp)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing Loan (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension Loan to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro the Borrower subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions Loans of all the Lenders made pursuant to Section 2.1 do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Ingram Micro Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion The Administrative Agent shall have received (except a) a certificate, dated as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other IndebtednessClosing Date and duly executed and delivered by an Authorized Officer of Royalty Sub, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
certifying that (ai) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) and in any other each Loan Document shall executed and delivered by it (A) that are not qualified by materiality shall, in each case, be true and correct in all material respects with the same effect as if then made (unless stated to relate solely 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) and (B) that are qualified by materiality shall, in each case, be true and correct in all respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof , and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have then occurred and be continuing, and no Obligor(b) a certificate, nor any dated as of their the Closing Date and duly executed and delivered by an authorized officer of each of the Pledgor and Quintiles, certifying that (i) the respective Subsidiariesrepresentations and warranties set forth in this Agreement executed and delivered by each of them (A) that are not qualified by materiality shall, in each case, be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in violation all material respects as of any law or governmental regulation or court order or decree whichsuch earlier date) and (B) that are qualified by materiality shall, singly or in each case, be true and correct in all respects with the aggregatesame effect as if then made (unless stated to relate solely to an earlier date, results inin which case such representations and warranties shall be true and correct in all respects as of such earlier date), or would reasonably be expected to result in, a Material Adverse Effect;
and (dii) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have then occurred and be continuing.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Event of Default of the nature referred to in Section 9.1.5 SECTION 12.1.2 shall have occurred with respect to any other IndebtednessDebt, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Company and the Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding SECTIONS 9.6 and 9.8) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely to an earlier date, in which case such 58 representations and warranties shall be true and correct in all material respects as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Company to the Agent and the Banks pursuant to SECTION 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Company, threatened against any Obligor, the Company or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to SECTION 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Company nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (U S Liquids Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), any Borrowing) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.87.7) and in any each other Loan Document (excluding the representations and warranties set forth in the Deeds of Trust except to the extent that a breach thereof would reasonably be expected to cause a Material Adverse Effect) shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Lenders pursuant to Section 7.7
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Significant Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in reasonably be expected to cause a Material Adverse Effect or that would which purports to materially and adversely affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of pursuant to Section 7.7 which there exists a reasonable possibility of an outcome that would result in might have a Material Adverse Effect;; and
(c) no Default (other than a Nonmaterial Subsidiary Default) shall have then occurred and be continuing, and no neither the Borrower, any other Obligor, nor any of their respective Subsidiaries, shall be its Significant Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or which would reasonably be expected to result in, cause a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any borrowing and the issuance of any Letter of Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the representations and warranties of each Obligor the Borrower and Guarantors set forth in Article VII this Agreement (excluding, however, those contained in Section 7.8excluding SECTION 9.6) and in any the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless except to the extent stated to relate solely 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 if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agent and the Banks pursuant to SECTION 9.6,
(i) no labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigationlitigation (including derivative actions), arbitration proceeding, labor controversy or governmental investigation or proceeding so disclosed in respect of pursuant to SECTION 9.6 which there exists a reasonable possibility of an outcome that would result in might reasonably be expected to have a Material Adverse Effect;; and
(c) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing, and no Obligor, neither the Borrower nor any of their respective Subsidiaries, its Subsidiaries shall be in violation of any law or governmental regulation or court order or decree which, where such violation or violations singly or in the aggregate, results in, or would aggregate might reasonably be expected to result in, have a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Input Output Inc)
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), the following statements shall be true and correct:
(a) the accuracy of the representations and warranties of each Obligor set forth contained in Article VII VI (excluding, however, those contained in Section 7.86.7) and in any each other Loan Operative Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any on the date of the financial statements delivered pursuant Credit Extension or Advance, as the case may be, (except those that relate to clause (ba different date) of Section 8.1.1 do not present fairly unless the consolidated financial condition failure of the Persons covered thereby as of foregoing to be the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to case would not have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto)a Material Adverse Effect;
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:Borrower to the Agents and the Lenders pursuant to Section 6.7 there exists
(i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall material litigation which could reasonably be pending or, expected to the knowledge of any Obligor, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in have a Material Adverse Effect or that would which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Operative Document; and
(ii) no material development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so litigation disclosed in respect of pursuant to Section 6.7 which there exists a reasonable possibility of an outcome that would result in could reasonably be expected to have a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation the absence of any law material adverse change in (i) the financial condition, business, property or governmental regulation prospects of the Borrower or court order on its ability to perform in all material respects its obligations under any Operative Document to which it is a party or decree which(ii) the financial condition, singly business, property or prospects of any other Project Party affecting its ability to perform in all material respects its obligations under any Operative Document to which it is a party or (iii) a material impairment of the aggregate, results invalidity of enforceability of, or would reasonably be expected a material impairment of the rights, remedies or benefits available to result inthe Administrative Agent, a Material Adverse Effectthe Issuer or the Lenders under this Agreement or any other Operative Document;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case absence of any continuation default or conversion an event of default with respect to the Operative Documents which would be reasonably likely to cause a Borrowing, no Event of Default shall have occurred and be continuingMaterial Adverse Effect.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 SECTION 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
(a) except in the case of a Default Loan for a Default or Event of Default which has been identified by a Borrower to the Swingline Lender and the Administrative Agent in writing, the provisions of representations and warranties of each Obligor set forth in Article VII (excluding, however, those contained in Section 7.8) this Agreement and in any each other Loan Document shall which are Qualified By Materiality shall, in each case, be true and correct, and the provisions of representations and warranties set forth in this Agreement and each other Loan Agreement which are not Qualified By Materiality shall, in each case, be true and correct in all material respects, in both cases with the same effect as if then made (unless the facts on which such representations and warranties are based have been changed by transactions or circumstances permitted by the Loan Documents or unless stated to relate solely to an earlier datedate or dates, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one date or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect theretodates);
(b) except as disclosed in Item 7.8 (Litigation) the case of the Disclosure Schedule:
(i) no labor controversy, litigation, arbitration a Default Loan for a Default or governmental investigation or proceeding shall be pending or, Event of Default which has been identified by a Borrower to the knowledge of any ObligorSwingline Lender and the Administrative Agent in writing, threatened against any Obligor, or any of their respective Consolidated Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect or that would affect the legality, validity or enforceability of this Agreement or any other Loan Documentno Default shall have then occurred and be continuing; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
(c) no Default shall have occurred and be continuing, and no Obligor, nor any of their respective Subsidiaries, shall be in violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
(d) no Change in Control shall have occurred; and
(e) the Outstanding Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that except in the case of any continuation or conversion of a Borrowingan Overadvance Loan, no Event of Default after giving effect to such Credit Extension, the aggregate Revolving Outstandings shall have occurred and be continuingnot exceed the Borrowing Base Amount then in effect.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both before and after giving effect to such Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default of the nature referred to in Section 9.1.5 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), thereof) the following statements shall be true and correct:
: (a) the representations and warranties of each Obligor set forth in Article VII VI (excluding, however, those contained in Section 7.86.7) and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier early date, in which case such representations and warranties shall be true and correct as of such earlier date); provided that if any of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to clause (a) or (b) of Section 8.1.1 which, in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements shall be deemed to have cured such earlier delivered inaccurate financial statements unless the Required Lenders raise an objection with respect thereto);
(b) except as disclosed in Item 7.8 (Litigation) of by the Disclosure Schedule:
Borrower to the Agent and the Lenders pursuant to Section 6.7 (i) no labor controversy, litigation, arbitration or governmental investigation or proceeding shall be pending or, to the knowledge of any Obligorthe Borrower, threatened against any Obligor, the Borrower or any of their respective Consolidated its Subsidiaries in respect of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect might materially adversely affect the Borrower's consolidated business, operations, assets, revenues, properties or that would prospects or which purports to affect the legality, validity or enforceability of this Agreement Agreement, the Notes or any other Loan Document; and
and (ii) no development shall have occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding so disclosed in respect pursuant to Section 6.7 which might materially adversely affect the consolidated businesses, operations, assets, revenues, properties or prospects of which there exists a reasonable possibility of an outcome that would result in a Material Adverse Effect;
the Borrower and its Subsidiaries; (c) no Default shall have then occurred and be continuing, and no Obligor, neither the Borrower nor any of their respective Subsidiaries, shall be its Subsidiaries are in material violation of any law or governmental regulation or court order or decree which, singly or in the aggregate, results in, or would reasonably be expected to result in, a Material Adverse Effect;
decree; (d) no Change the Borrower is in Control compliance with the Current Ratio and Tangible Net Worth tests required by Section 7.2.4, and, immediately after giving effect to the proposed Borrowing, the Borrowing Base Debt of the Borrower shall have occurred; and
not exceed the Borrowing Base and (e) the Outstanding Loans and Letters of Credit Extensions of all the Lenders do not exceed the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a Borrowing, no Event of Default shall have occurred and be continuingrequested will constitute Designated Senior Indebtedness.
Appears in 1 contract
Compliance with Warranties, No Default, etc. Both immediately before and immediately after giving effect to such any Credit Extension other than any continuation or conversion (except as otherwise set forth in the initial proviso to this section) of a Borrowing (but, if any Default default of the nature referred to in Section 9.1.5 10.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension to such other Indebtedness), Extension) the following statements shall be true and correct:
(a) the representations and warranties of each Obligor set forth in Article VII VIII (excluding, however, in the case of Credit Extensions other than the Credit Extensions made on the Initial Borrowing Date, those contained in Sections 8.8 and 8.13 and the last sentence of Section 7.88.12) and in any each of the other Loan Document Documents shall be true and correct in all material respects with the same effect as if then made (unless stated to relate solely 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 , except that if any after the Initial Borrowing Date, for purposes of the financial statements delivered pursuant to clause (b) of Section 8.1.1 do not present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended and Micro subsequently delivers one or more financial statements pursuant to this clause (a) or (b) ), the words "has a reasonable possibility of Section 8.1.1 which, having a Materially Adverse Effect" which appear in the opinion of the Required Lenders, effectively cures any omission or misstatement contained in such prior delivered financial statement, then the representation Sections 8.7 and warranty contained in Section 7.6 as it relates to such prior delivered financial statement shall be deemed satisfied for purposes hereof (it being understood and agreed that such subsequent delivered financial statements 8.10 shall be deemed to read "could reasonably be expected to have cured such earlier delivered inaccurate financial statements unless a Materially Adverse Effect" and the Required Lenders raise an objection with respect thereto)words "has no reasonable possibility of having a Materially Adverse Effect" which appear in Section 8.1 shall be deemed to read "could not reasonably be expected to have a Materially Adverse Effect";
(b) except as disclosed by the Company to the Agent and the Lenders in Item 7.8 3 ("Litigation") or Item 8 ("Environmental Matters") of the Disclosure Schedule:Schedule or in the Environmental Reports;
(i) no labor controversy, litigation, arbitration arbitration, or governmental proceeding, or governmental investigation known to the Company's Executive Officers (including any litigation or governmental proceeding or such governmental investigation with respect to any environmental matter) shall be pending or, to the knowledge of any Obligorthe Company's Executive Officers, after due inquiry, threatened against any Obligorthe Parent Guarantor, the Company, or any of their respective Consolidated Subsidiaries in respect of which there exists has a reasonable possibility of an outcome that would result in having a Material Materially Adverse Effect or that would which purports to affect the legality, validity validity, or enforceability of this Agreement Agreement, or any other Loan Document; and
(ii) no development shall have occurred in any labor controversy, litigation, arbitration arbitration, or governmental proceeding, or governmental investigation known to the Company's Executive Officers (including any litigation or governmental proceeding so or such governmental investigation with respect to any environmental matter) disclosed in respect Item 3 ("Litigation") or Item 8 ("Environmental Matters") of the Disclosure Schedule or in the Environmental Reports which there exists has a reasonable possibility of an outcome that would result in having a Material Materially Adverse Effect; provided, however, that after the Initial Borrowing Date, the words "has a reasonable possibility of having a Materially Adverse Effect" which appear in clauses (i) and (ii) of this clause (b) shall be deemed to read "could reasonably be expected to have a Materially Adverse Effect";
(c) no Default shall have then occurred and be continuing; and neither the Parent Guarantor, and no Obligorthe Company, any of their Subsidiaries, nor any of their respective Subsidiaries, other Obligor shall be in violation of any law or law, governmental regulation regulation, or court order or decree whichwhere such violation has a reasonable possibility of having a Materially Adverse Effect; provided, singly or however, that after the Initial Borrowing Date, the words "has a reasonable possibility of having a Materially Adverse Effect" which appear in the aggregate, results in, or would this clause (c) shall be deemed to read "could reasonably be expected to result in, have a Material Materially Adverse Effect";
(d) no Change in Control the making of such Loan (or the issuance of such Letter of Credit) shall have occurrednot violate any requirement of law and shall not be enjoined, temporarily, preliminarily or permanently; and
(e) except as disclosed in writing to the Outstanding Credit Extensions of all Agent and the Lenders do not exceed as of such date and approved by the Total Commitment Amount (as such amount may be reduced from time to time pursuant to Section 2.2); provided that in the case of any continuation or conversion of a BorrowingRequired Lenders, no Event of Default there shall have occurred no material adverse change in the business, financial condition, operations, performance, or properties of the Company and the Guarantors, taken as a whole, since the Petition Date (other than those which could reasonably be continuingexpected to occur as a result of events leading up to and following the commencement of a case under Chapter 11 of the Bankruptcy Code and as set forth in the Financial Forecast).
Appears in 1 contract
Samples: Post Petition Credit Agreement (Kaiser Aluminum Corp)
