Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied: (a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant; (b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date; (c) All conditions precedent in any other Loan Document shall be satisfied; (d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and (e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 7 contracts
Samples: Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc)
Conditions Precedent to all Credit Extensions. The Agent, Issuing Bank Banks and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowersthe Borrowers (including the initial Loans, if any, made on the Closing Date), unless the following conditions are satisfied:
(a) The representations and warranties of the Borrowers and each other Loan Party contained in Section 9 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such extension of credit, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 6.2, the representations and warranties contained in Sections 9.1.5(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 10.1.1(a) and (b), respectively;
(b) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties grant or from the application of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier dateproceeds thereof;
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied;
(e) With respect to a Borrowing of Revolver Loans, the Loan Party Agent shall give the Agent a Notice of Borrowing in accordance with the requirements hereof; and
(f) Both immediately before and immediately after giving effect thereto, no Canadian Overadvance or U.S. Overadvance shall exist or would result therefrom and the Total Exposure would not exceed the Maximum Facility Amount. Each request (or deemed request, except a deemed request in connection with an Overadvance or a Protective Advance or pursuant to Section 2.2.2(a) or 2.3.2(a)) by Borrowers the Loan Party Agent or any Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 4 contracts
Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of BorrowersCredit Parties (other than Protective Advances in accordance with Section 2.1.6), unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor Credit Party in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(f) After giving effect to any requested Credit Extension, (i) the aggregate outstanding amount of all Revolver Loans plus all unreimbursed drawings under Letters of Credit plus the undrawn amount of all outstanding Letters of Credit does not exceed (ii) the Borrowing Base (excluding any applicable LC Reserve). Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewith.
Appears in 4 contracts
Samples: Loan Agreement (Capella Healthcare, Inc.), Loan and Security Agreement (Capella Healthcare, Inc.), Loan and Security Agreement (Lawton Surgery Investment Company, LLC)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund make any Loanscredit extension hereunder (including funding any Loan, arrange for issuance issuing any Letter of any Letters of Credit Credit, or grant granting any other accommodation to or for the benefit of Borrowersany Borrower), unless if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grantexists;
(b) The representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (except for those representations and warranties that are qualified by materiality materiality, Material Adverse Effect or a dollar basket in which case such representations and warranties shall be true and correct on the date ofin all respects), and upon giving effect toprovided, such funding, issuance or grant, and the that representations and warranties made as of each Obligor in the Loan Documents that are not qualified by materiality a particular date shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for those representations and warranties that expressly relate to an earlier dateare qualified by materiality, Material Adverse Effect or a dollar basket in which case they such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date;
(c) All conditions precedent in any other Loan Document shall be are satisfied;
(d) No event shall have has occurred or circumstance exist exists that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of CreditCredit issuance, the all LC Conditions shall be are satisfied. Each request (or deemed request) by Borrowers a Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation any credit extension shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grantthe credit extension. As an additional condition to a credit extension, Lender may request any funding, issuance or grant, Agent shall have received such other information, documentscertification, instruments and agreements document, instrument or agreement as it deems appropriate in connection therewithreasonably appropriate.
Appears in 3 contracts
Samples: Loan and Security Agreement (Orion Energy Systems, Inc.), Loan and Security Agreement (Orion Energy Systems, Inc.), Loan and Security Agreement (Orion Energy Systems, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance the issuance, extension or renewal of any Letters of Credit or grant any other accommodation to or for the benefit of BorrowersCredit, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance issuance, extension or grantrenewal;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance issuance, extension or grant, renewal (except for representations and warranties that expressly relate to an earlier date, in date and except for changes therein which case they shall be true and correct (or true and correct in all material respects, as the case may be) as do not cause a violation of such earlier datethis Loan Agreement);
(c) All conditions precedent to fund any Loans or to arrange for the issuance, extension or renewal of any Letters of Credit to or for the benefit of Borrowers set forth in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance the issuance, extension or renewal of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a LoanLoan or the issuance, issuance extension or renewal of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance issuance, extension or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithrenewal.
Appears in 3 contracts
Samples: Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc)
Conditions Precedent to all Credit Extensions. The Agent, Swingline Lenders, the Issuing Bank and the Lenders shall not be required to fund any Revolver Loans or Swingline Loans, or arrange for the issuance of any Letters of Credit or grant any other accommodation to or for the benefit of BorrowersCredit, unless the following conditions are satisfiedsatisfied or waived:
(a) No the Lead Borrower shall have delivered to the Agent a customary Notice of Borrowing, or LC Request as the case may be;
(b) Availability on the proposed date of such Borrowing shall be adequate to cover the amount of such Borrowing;
(c) no Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grantissuance;
(bd) The the representations and warranties of each Obligor set forth in the Loan Documents that are qualified by materiality Section 8 of this Agreement or in any Security Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects, respects as the case may be) as of such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect); and
(e) With with respect to the issuance of a any Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by the Borrowers for funding of a Revolver Loan, Specified Refinancing Debt or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions in clauses (b) through (d) above are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Milacron Holdings Corp.), Amendment No. 2 (Milacron Holdings Corp.), Amendment Agreement (Milacron Holdings Corp.)
Conditions Precedent to all Credit Extensions. AgentThe Agents, the Issuing Bank and the Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of the Borrowers, unless the following conditions are satisfied:
(a) The Applicable Agent shall have received (i) with respect to any requested funding of any Loan, a Notice of Borrowing in accordance with Section 4.1.1 or (ii) with respect to any requested issuance of a Letter of Credit, an LC Application and such other related documents in accordance with Section 2.3;
(b) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(bc) The representations and warranties of each Obligor Loan Party in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in date and except for changes therein which case they shall be true and correct (or true and correct in all material respects, as the case may be) as do not cause a violation of such earlier datethis Agreement);
(cd) All conditions precedent in any other Loan Document shall be satisfied;
(de) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(ef) With respect to issuance of a Letter of Credit, the US LC Conditions or the Canadian LC Conditions, as applicable, shall be satisfied;
(g) No change shall have occurred in any law or regulations thereunder or interpretations thereof (including “currency exchange” laws, rules or regulations) that in the reasonable opinion of any Lender would make it illegal or impractical for such Lender to make such Loan or to participate in the issuance, extension or renewal of such Letter of Credit or in the reasonable opinion of the Applicable Agent would make it illegal or impractical for the applicable Issuing Bank to issue, extend or renew such Letter of Credit; and
(h) Solely with respect to a request of Canadian Revolver Loans or a request for a Letter of Credit to be issued for the account or benefit of the Canadian Borrower, no request by Canada Revenue Agency for payment pursuant to Section 224(1.1) or any successor section of the ITA or any comparable provision of any other taxing statute shall have been received by any Person in respect of the Borrowers. Each request (or deemed request) by the Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks & Mayors Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank Agent and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Loans after the Closing Date or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at have occurred and be continuing on the time ofapplicable Additional Term Loan Funding Date or on the Fourth Amendment Effective Date, as applicable, or would result from, such funding, issuance from this Agreement or grant;the other Loan Documents becoming effective in accordance with its or their respective terms.
(b) The representations and warranties of each Obligor in each Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the applicable Additional Term Loan Documents that are qualified by materiality shall be true and correct Funding Date or on the date ofFourth Amendment Effective Date, and upon giving effect toas applicable, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the date oftext thereof, and upon giving effect to, such funding, issuance or grant, except for which representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct in all respects subject to such qualification) on and as of the applicable Additional Term Loan Funding Date or on the Fourth Amendment Effective Date, as applicable, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects, as the case may be) on and as of such earlier date;); and
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit an Additional Term Loan or grant of an accommodation the Second Additional Term Loan shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 3 contracts
Samples: Financing Agreement (Select Interior Concepts, Inc.), Financing Agreement (Select Interior Concepts, Inc.), Financing Agreement (Select Interior Concepts, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required Lenders’ obligations to fund any Loans, arrange for issuance of any Letters of make each Credit or grant any other accommodation Extension is subject to or for the benefit of Borrowers, unless the following conditions are satisfiedprecedent:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in this Agreement and the other Loan Documents that are not qualified by materiality shall be true true, accurate, and correct complete in all material respects on the date ofof each Credit Extension; provided, and upon giving effect tohowever, that such funding, issuance or grant, except for materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly relate referring to an earlier date, in which case they a specific date shall be true true, accurate and correct (or true and correct complete in all material respects, as the case may be) respects as of such earlier date,
(b) no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension;
(c) All conditions precedent in any other Agent has received a duly executed Loan Document Request (except no Loan Request shall be satisfied;required for any Loans made on or about the Effective Date, which shall be applied in accordance with the disbursement letter delivered to Agent as of the Effective Date), including calculations in form satisfactory to Agent demonstrating pro forma compliance with applicable financial covenants after giving effect to the requested Loan; and
(d) No there has not been any event shall have occurred or circumstance exist that has had or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) any material adverse deviation by Borrowers for funding from the most recent business plan of a LoanBorrowers presented to and accepted by Required Lenders, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation as determined by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate Required Lenders in connection therewiththeir discretion.
Appears in 3 contracts
Samples: Loan and Security Agreement (Expensify, Inc.), Loan and Security Agreement (Expensify, Inc.), Loan and Security Agreement (Expensify, Inc.)
Conditions Precedent to all Credit Extensions. AgentOn the date of each Borrowing (including each Swingline Borrowing) and on the date of each issuance, Issuing Bank and Lenders shall not be required to fund any Loansamendment (only if such amendment increases the amount thereof), arrange for issuance extension or renewal of any Letters a Letter of Credit or grant any other accommodation to or for the benefit of Borrowers(each such occurrence, unless the following conditions are satisfied:a “Credit Extension”):
(a) No the Lead Borrower shall have delivered to the Administrative Agent (and the Swingline Lenders in the case of a Swingline Borrowing) a customary Borrowing Request, or LC Request as the case may be;
(b) Availability on the proposed date of a Borrowing of a Revolver Loan, a Swingline Loan or a Letter of Credit shall be adequate to cover the amount of such Borrowing and/or issuance, amendment, extension or renewal of such Letter of Credit;
(c) no Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grant;issuance; and
(bd) The the representations and warranties of each Obligor Loan Party set forth in the Loan Documents that are qualified by materiality Article III of this Agreement or in any Security Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects, respects as the case may be) as of such earlier date;
(c) All ); provided, that with respect to an Incremental Term Loan incurred in connection with a Limited Condition Acquisition, the foregoing conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfiedlimited as provided in Section 2.23. Each request (or deemed request) by the Borrowers for funding of a Revolver Loan, issuance or issuance, amendment, modification, renewal or extension of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions in clauses (b) through (d) above are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 3 contracts
Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Conditions Precedent to all Credit Extensions. Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:satisfied (or waived in accordance with Section 15.1.1(d) hereof):
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grantissuance;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied[Reserved.];
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of Credit, the Issuing Bank shall have received an LC Request and LC Application at least three Business Days prior to the requested date of issuance and the LC Conditions shall be have been satisfied; and
(f) Administrative Agent shall have received a Notice of Borrowing with respect to the funding of any Loan. Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 3 contracts
Samples: Loan Agreement (Key Energy Services Inc), Loan Agreement (Key Energy Services Inc), Loan and Security Agreement (Key Energy Services Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The (i) with respect to any credit extension on the Closing Date, the representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grantgrant (except for representations and warranties that expressly relate to an earlier date) and (ii) with respect to any credit extension after the Closing Date, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case it will be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 3 contracts
Samples: Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation hereunder to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) Immediately before and after giving effect to such funding, issuance or grant, the Facility Usage shall not exceed the Aggregate Borrowing Base;
(c) The representations and warranties of each Obligor in the Loan Credit Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate only to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of on such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect); and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be have been satisfied. Each request Notice of Borrowing (or deemed request, except as otherwise expressly stated herein) by Borrowers Borrowers, other than a Notice of Borrowing requesting only a conversion of Loans to Loans of another Type or a continuation of Eurodollar Rate Loans, for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions conditions, as applicable are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 2 contracts
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, including the initial funding, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (without giving effect to any materiality qualifiers contained therein) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(f) Unless otherwise agreed in writing by Agent in its sole discretion, each of the actions required to have been taken by the Post Closing Agreement shall have been duly completed (whether or not the due date for such completion has passed). Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewith.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hypercom Corp), Loan and Security Agreement (Hypercom Corp)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) Immediately prior to and after such funding, issuance or grant there are at least four (4) Eligible Advances in the Borrowing Base, all of which are from different and unaffiliated Account Debtors;
(c) Borrowers shall, in conjunction with any Notice of Borrowing, cause to be delivered to Agent (i) a Borrowing Base Certificate and (ii) all applicable Collateral Documents;
(d) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(ce) All conditions precedent in any other Loan Document shall be satisfied;
(df) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(eg) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 2 contracts
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.), Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 2 contracts
Samples: Loan and Security Agreement (Arctic Cat Inc), Loan and Security Agreement (Arctic Cat Inc)
Conditions Precedent to all Credit Extensions. The Agent, the Issuing Bank Bank, and the Lenders shall not be required to fund any Revolving Loans, arrange for issuance of any Letters of Credit Credit, or grant any other accommodation to or for the benefit of the Borrowers, unless the following conditions are satisfied:
(a) No no Default or Event of Default shall exist at the time of, or result from, such funding, issuance issuance, or grant;
(b) The the representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (or in all respects to the extent they are qualified by a materiality standard) on the date of, and upon giving effect to, such funding, issuance issuance, or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they any such representations and warranties shall be true and correct in the applicable respect as of such date);
(or c) the certifications set forth in Section 14.15 shall be true and correct in all material respects, as the case may be) as of such earlier date;
(cd) All all conditions precedent set forth in Section 6.1 and any other Loan Document shall be have been satisfied;
(de) No no event shall have occurred or circumstance exist that has or could reasonably be expected to have resulted in a Material Adverse Effect; and
(ef) With with respect to issuance of a Letter of Credit, the LC Conditions shall be have been satisfied. Each request (or deemed request) by the Borrowers for funding of a Revolving Loan, issuance of a Letter of Credit Credit, or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance issuance, or grant. As an additional condition to any funding, issuance issuance, or grant, the Agent shall have received such other information, documents, instruments instruments, and agreements as it deems appropriate may reasonably request in connection therewith.
Appears in 2 contracts
Samples: Loan and Security Agreement (Amkor Technology Inc), Loan and Security Agreement (Amkor Technology Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any Credit, other accommodation than the initial Loans made to or for fund the benefit of BorrowersProject Vine Acquisition, and which satisfy the conditions precedent in Section 6.1 unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse EffectEffect ; and
(ed) With respect to the issuance of a Letter of Credit, the LC Conditions shall be satisfied. Notwithstanding the foregoing in this Section 6.3, in respect of any Loan made pursuant to Section 2.1.7 that is used for the purpose of consummating a Permitted Acquisition or an Investment permitted under the terms of this Agreement, clauses (a) and (b) in this Section 6.3 shall be replaced with the following clauses (e) and (f), respectively:
(e) No Event of Default under Section 11.1(a) or 11.1(j) shall exist at the time of, or result from, such funding, issuance or grant; and
(f) the Specified Representations shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date). Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewiththerewith (including, without limitation, customary legal opinions requested by Agent in connection with any Loan made pursuant to Section 2.1.7).
Appears in 2 contracts
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of(including, and upon giving effect towithout limitation, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality Section 9.1.8) shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for to the extent that such representations and warranties that expressly relate specifically refer to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) respects as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems reasonably appropriate in connection therewiththerewith (but only to the extent such other information, documents, instruments or agreements are in the possession of or available to the Obligors).
Appears in 2 contracts
Samples: Loan and Security Agreement (Boise Cascade Holdings, L.L.C.), Loan and Security Agreement (Boise Cascade Holdings, L.L.C.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any Credit, other accommodation to or for than the benefit initial extensions of Borrowerscredit which satisfy the conditions precedent in Sections 6.1, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;.
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section 6.2) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date;).
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and.
(ed) With respect to the issuance of a Letter of Credit, the LC Conditions shall be satisfied. Notwithstanding the foregoing in this Section 6.2 in respect of any Loan made pursuant to Section 2.1.7 that is used for the purpose of consummating a Permitted Acquisition or an Investment permitted under the terms of this Agreement, clauses (a) and (b) in this Section 6.2 shall be replaced with the following clauses (e) and (f), respectively:
(e) No Event of Default under Section 11.1(a) or 11.1(j) shall exist at the time of, or result from, such funding, issuance or grant; and
(f) All representations and warranties of any Obligor in the Loan Documents shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section 6.2) on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date). Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it Agent in its Permitted Discretion deems appropriate in connection therewiththerewith (including, without limitation, customary legal opinions requested by Agent in connection with any Loan made pursuant to Section 2.1.7).
Appears in 2 contracts
Samples: Loan and Security Agreement (Bespoke Capital Acquisition Corp), Loan and Security Agreement (Vintage Wine Estates, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, or grant any other accommodation to or for the benefit of BorrowersBorrower, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent Lender shall have received such other information, documents, instruments and agreements as it deems reasonably appropriate in connection therewith.
Appears in 2 contracts
Samples: Loan and Security Agreement (Select Interior Concepts, Inc.), Loan and Security Agreement (Select Interior Concepts, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers (with respect to any fundings on the Closing Date, and if funded into escrow pursuant to escrow arrangements described in Section 6.1(cc) above, shall not be required to agree to break escrow and release such funds to Borrowers), unless unless, in each case, the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grantgrant or the use of proceeds thereof;
(b) The representations and warranties of each Obligor Loan Party in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects (unless such representation and warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has would have or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Transport America, Inc.), Loan, Security and Guaranty Agreement (Transport America, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank Agent and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Loans or grant any other accommodation to or for the benefit of BorrowersBorrower, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor Borrower in the Loan Transaction Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be have been true and correct (on such earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Transaction Document that are applicable to the funding of any credit extension shall be satisfied;; and
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With Effect and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to issuance or arises out of, this Agreement or any of a Letter the other Transaction Documents or the consummation of Credit, the LC Conditions shall be satisfiedtransactions contemplated hereby or thereby. Each request (or deemed request) by Borrowers Borrower for funding of a Loan, issuance of a Letter of Credit Loan or grant of an accommodation shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewiththerewith including, but not limited to, an updated Borrowing Base Certificate. Each representation and warranty contained in this Agreement and the other Transaction Documents shall be deemed to be reaffirmed by Borrower as being true and correct in all material respects (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on such earlier date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) on each day that Borrower requests or is deemed to have requested an extension of credit hereunder, except for changes in the nature of Borrower’s or, if applicable, any Subsidiary’s business or operations that may occur after the date hereof in the Ordinary Course of Business so long as Agent has consented to such changes or such changes are not violative of any provision of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Flat Rock Core Income Fund), Loan and Security Agreement (Flat Rock Capital Corp.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) A No Draw Period is not then in effect;
(b) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(bc) The representations and warranties of each Obligor Borrower in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(cd) All conditions precedent in any other Loan Document shall be satisfied;
(de) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ef) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 2 contracts
Samples: Credit and Security Agreement (Titan International Inc), Credit and Security Agreement (Titan International Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Each Credit Extension hereunder on or after the Closing Date shall not be required subject to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfiedprecedent that:
(a) No Default or Event in the case of Default a Loan, the Borrower shall exist at have delivered to the time ofAdministrative Agent and each Lender a Loan Request for such Loan, or result from, such funding, issuance or grantin accordance with Section 2.02(a);
(b) The representations the Servicer shall have delivered to the Administrative Agent and warranties each Lender all Pool Reports required to be delivered hereunder;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(a) through (d) shall be satisfied;
(d) if applicable, the Borrower shall have delivered to the Administrative Agent and each Lender evidence of each Obligor in the Loan Documents that are qualified by materiality Eligible Credit Insurance Policy; and
(e) on the date of such Credit Extension the following statements shall be true and correct on the date of, (and upon giving effect tothe occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such funding, issuance or grant, statements are then true and correct):
(i) the representations and warranties of each Obligor the Borrower and the Servicer contained in the Loan Documents that Sections 7.01 and 7.02 are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, (unless such funding, issuance or grant, except for representations and warranties that expressly relate contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (or unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct in all material respects, as the case may bemade) on and as of such earlier date;
(cii) All conditions precedent in any other Loan Document shall be satisfiedno Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(diii) No event shall have occurred no Borrowing Base Deficit exists or circumstance would exist that has or could reasonably be expected after giving effect to have a Material Adverse Effectsuch Credit Extension;
(iv) the Aggregate Principal would not equal an amount less than the Minimum Funding Threshold after giving effect to such Credit Extension; and
(ev) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithTermination Date has not occurred.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Sylvamo Corp), Receivables Financing Agreement (Sylvamo Corp)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank Agent and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Loans or grant any other accommodation to or for the benefit of BorrowersBorrower, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor Borrower in the Loan Transaction Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in and that any representation or warranty which case they is subject to any materiality qualifier shall be true and correct (or required to be true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Transaction Document that are applicable to the funding of any credit extension shall be satisfied;; and
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With Effect and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to issuance or arises out of, this Agreement or any of a Letter the other Transaction Documents or the consummation of Credit, the LC Conditions shall be satisfiedtransactions contemplated hereby or thereby. Each request (or deemed request) by Borrowers Borrower for funding of a Loan, issuance of a Letter of Credit Loan or grant of an accommodation shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewiththerewith including, but not limited to, an updated Borrowing Base Certificate. Each representation and warranty contained in this Agreement and the other Transaction Documents shall be deemed to be reaffirmed by Borrower as being true and correct in all material respects (except for representations and warranties that are subject to any materiality qualifiers shall be required to be true and correct in all respects) on each day that Borrower requests or is deemed to have requested an extension of credit hereunder, except for changes in the nature of Borrower’s or, if applicable, any Subsidiary’s business or operations that may occur after the date hereof in the Ordinary Course of Business so long as Agent has consented to such changes or such changes are not violative of any provision of this Agreement.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. .
(e) Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:satisfied (or waived in accordance with Section 15.1(d) hereof):
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grantissuance;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied[Reserved.];
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of Credit, the Issuing Bank shall have received an LC Request and LC Application at least three Business Days prior to the requested date of issuance and the LC Conditions shall be have been satisfied; and
(f) Administrative Agent shall have received a Notice of Borrowing with respect to the funding of any Loan. Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 1 contract
Samples: Loan and Security Agreement (Key Energy Services Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate only to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of on such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that each of the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Frozen Food Express Industries Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank Banks and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfiedsatisfied or waived in writing by Agent and Lenders (other than Defaulting Lenders) holding at least seventy-five percent (75%) of the Commitments:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, and the grant (except for representations and warranties that expressly relate to an earlier date);
(c) The calculation of each Obligor the Borrowing Base, as set forth in the Loan Documents that are not qualified by materiality Borrowing Base Certificate most recently delivered prior to such funding, issuance or grant, or delivered concurrently with any Notice of Borrowing in respect of such funding, issuance or grant, shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date;
(cd) All conditions precedent in any other Loan Document shall be satisfied;
(de) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ef) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent Borrowers shall have received such other information, documents, instruments and agreements as it deems appropriate complied in connection therewithall respects with Section 7.6 (without giving effect to any grace or cure period applicable thereto).
Appears in 1 contract
Samples: Loan and Security Agreement (United Maritime Group, LLC)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of BorrowersCredit, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect
(d) With respect to any Loan, Agent shall have received a Notice of Borrowing; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewiththerewith (including, without limitation, customary legal opinions requested by Agent in connection with any Loan made pursuant to Section 2.1.6).
Appears in 1 contract
Samples: Loan and Security Agreement (American Vanguard Corp)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, convert the CAPX Loans to the Converted CAPX Loan or grant any other accommodation to or for the benefit of BorrowersBorrower, in each case whether on or after the Effective Date, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance issuance, conversion or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to the conversion of the CAPX Loans to the Converted CAPX Loan, a Converted CAPX Loan Note shall have been executed by Borrower and delivered to Lender; and
(f) With respect to the issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent Lender shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (First Aviation Services Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No no Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The the representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except to the extent that any such representation or warranty is qualified by its terms with respect to materiality, in which case such representation or warranty shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All all conditions precedent in any other Loan Document shall be satisfiedsatisfied or waived by Agent in writing;
(d) No no event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With with respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of CreditCredit issuance, the all LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent Lender shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithappropriate.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders No Credit Party shall not be required to fund any Loans, arrange for issuance of Loan or otherwise extend any Letters of Credit or grant any other accommodation credit to or for the benefit of Borrowers, nor shall Issuing Bank or Administrative Agent have any obligation to issue any Letter of Credit for the account of any Borrower, unless and until each of the following conditions are has been and continues to be satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;.
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date), provided, that, for purposes of satisfying the condition precedent set forth in which case they this clause (b) with respect to Loans made and Letters of Credit issued on the Closing Date, such condition precedent shall be true and correct (or true and correct in all material respects, as only apply to the case may be) as of such earlier date;Specified Representations.
(c) All conditions precedent Borrower Agent shall have certified to Administrative Agent in any the most recent Borrowing Base Certificate (or such other certificate reasonably requested by Administrative Agent) that (i) such Loan Document shall be satisfied;or Letter of Credit, and the repayment or reimbursement thereof, as applicable, is permitted under and does not violate the PIK Indenture (to the extent then still in effect), and (ii) no default of event of default otherwise exists under the PIK Indenture (to the extent then still in effect) on such date.
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Administrative Agent shall have received such other information, documents, instruments and agreements as it deems reasonably appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Spectrum Brands, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except for those representations that are already qualified by concepts of materiality or by express thresholds, which shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) Immediately prior to and after such funding, issuance or grant there are at least four (4) Eligible Advances in the Borrowing Base, all of which are from different and unaffiliated Account Debtors;
(c) Borrowers shall, in conjunction with any Notice of Borrowing, cause to be delivered to Agent (i) a Borrowing Base Certificate and (ii) all applicable Collateral Documents;
(d) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date); satisfied;
(ce) All conditions precedent in any other Loan Document shall be satisfied;be
(df) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(eg) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default event described in Section 11.1(a) – (n) shall exist at the time of, or result from, such funding, issuance or grant, regardless of whether or not the existence of the event is deemed an Event of Default;
(b) The representations and warranties of each Obligor Borrower in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Cooper Tire & Rubber Co)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation hereunder to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) Immediately before and after giving effect to such funding, issuance or grant, the Facility Usage shall not exceed the Aggregate Borrowing Base;
(c) The representations and warranties of each Obligor in the Loan Credit Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate only to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of on such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect); and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be have been satisfied. Each request Notice of Borrowing (or deemed request, except as otherwise expressly stated herein) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation accommodation, other than a Notice of Borrowing requesting only a conversion of Loans to Loans of another Type or a continuation of Eurodollar Rate Loans, for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation, shall constitute a representation by Borrowers that the foregoing conditions conditions, as applicable are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Conditions Precedent to all Credit Extensions. Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the Closing Date shall have occurred and the following conditions are satisfied:satisfied (or waived in accordance with Section 15.1.1(d) hereof):
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grantissuance;
(b) The representations and warranties of Parent, PHR, each Future Intermediation Subsidiary and each Obligor in the Loan Documents that to which they are qualified by materiality a party shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the Issuing Bank shall have received an LC Request and LC Application at least three Business Days prior to the requested date of issuance and the LC Conditions shall be have been satisfied; and
(d) Administrative Agent shall have received a Notice of Borrowing with respect to the funding of any Loan. Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 1 contract
Samples: Loan and Security Agreement (Par Pacific Holdings, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not notin no event be required to fund fundmake any credit extension hereunder (including funding any Loans, arrange for issuance of issue issuing any Letters of Credit Credit, or grant grantgranting any other accommodation to or for the benefit of BorrowersBorrower, unless unless) if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grantgrantexists;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be beare true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant(without duplication of any materiality qualifier) (except for representations and warranties that expressly relate solely to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have havehas occurred or circumstance exist existexists that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers a Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation accommodationa credit extension shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grantgrantthe credit extension. As an additional condition to any funding, issuance or grantgranta credit extension, Agent Lender shall have received such suchmay request any other information, documents, instruments and agreements as ascertification, document, instrument or agreement it deems reasonably appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Select Interior Concepts, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, or grant any other accommodation to or for the benefit of BorrowersBorrower, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct (i) in all respects on the Closing Date and (b) thereafter, in all material respects (except to the extent any representation and warranty is qualified by materiality, in which case, such representation shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers Borrower and each other Loan Party that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent Lender shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Craftmade International Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except that any representation and warranty that itself is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the Closing Date shall have occurred and the following conditions are satisfied:satisfied (or waived in accordance with Section 15.1.1(d) hereof):
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grantissuance;
(b) The representations and warranties of Parent, PHR, each Future Intermediation Subsidiary and each Obligor in the Loan Documents that to which they are qualified by materiality a party shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the Issuing Bank shall have received an LC Request and LC Application at least three Business Days prior to the requested date of issuance and the LC Conditions shall have been satisfied;
(d) Administrative Agent shall have received a Notice of Borrowing with respect to the funding of any Loan; and
(e) solely with respect to the first funding of Loans, the Administrative Agent shall have received a Borrowing Base Report as of November 30, 2017 within five (5) Business Days after the Closing Date (or such later date as may be satisfiedagreed by the Administrative Agent in its sole discretion). Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 1 contract
Samples: Loan and Security Agreement (Par Pacific Holdings, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund any Loans, arrange for issuance of issue any Letters of Credit Credit, or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfiedsatisfied or waived by Lender:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent to the funding of any Loan or issuance of Letter of Credit in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) In the case of Revolver Loans, the aggregate principal amount of all Revolver Loans outstanding, after giving effect to any proposed Revolver Loan or Letter of Credit to be issued on such date, shall not exceed the Borrowing Base;
(f) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(g) With respect to any Term Loan borrowing made after the Closing Date, Lender shall have received the audited financial statements and related deliverables pursuant to Section 10.1.2(a) for the 2014 Fiscal Year, which shall be in form and substance satisfactory to Lender; provided, however, this clause (g) shall not apply to the initial Term Loan advance made after the Closing Date so long as such advance does not exceed $12,285,713 in principal amount. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent Lender shall have received such other information, documents, instruments and agreements as it deems appropriate appropriate, in the exercise of its good faith credit judgment, in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Revolver Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of BorrowersBorrower, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on in all material respects (except for representations and warranties already qualified by a materiality standard, in which case they shall be true and correct in all respects) the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(f) Agent shall have received duly executed agreements establishing the Dominion Account with Bank of America or its Affiliates and control over the same, each in form and substance satisfactory to Agent, and the Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to the Dominion Account (or a lockbox relating to the Dominion Account). Each request (or deemed request) by Borrowers Borrower for funding of a Revolver Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Multi Fineline Electronix Inc)
Conditions Precedent to all Credit Extensions. Agent, The obligation of each Lender to make any credit extension hereunder and the Issuing Bank and Lenders shall not be required to fund issue, amend, renew or extend any LoansLetter of Credit, arrange for issuance of any Letters of Credit or grant any other accommodation is subject to or for the benefit of Borrowers, unless the following conditions are satisfiedconditions:
(a) No Default or Event of Default shall exist at the time ofexist, or result from, as of such funding, issuance or grantcredit extension and after giving effect thereto;
(b) The representations and warranties As of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date ofsuch credit extension, and upon giving effect to, such funding, issuance or grant, and the representations and warranties contained herein and in each other Loan Document, certificate or other writing delivered to Agent or any Lender pursuant hereto or thereto on or prior to the date of each Obligor in the Loan Documents that are not qualified by materiality such credit extension shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the date oftext thereof, and upon giving effect to, such funding, issuance or grant, except for which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of that expressly date of such credit extension to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they such representations and warranties shall be true and correct (or have been true and correct in all material respectsrespects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, as the case may bewhich representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date;; and
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have has occurred or circumstance exist exists that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of CreditCredit issuance, the all LC Conditions shall be are satisfied. Each request (or deemed request) by Borrowers a Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation any credit extension shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewiththe credit extension.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not in no event be required to fund make any Loanscredit extension hereunder (including funding any Revolver Loan, arrange for issuance arranging any Letter of any Letters of Credit Credit, or grant granting any other accommodation to or for the benefit of Borrowersany Borrower), unless if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(ai) No Default or Event of Default exists, and (ii) no Regulatory Event shall exist at the time of, or result from, such funding, issuance or granthave occurred and be continuing;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate solely to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be are satisfied;
(d) No event shall have has occurred or circumstance exist exists that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of CreditCredit issuance, the all LC Conditions are satisfied; and
(f) After giving effect to any ACM-TCM Revolver Loan there shall be satisfiedpositive ACM-TCM Availability, and after giving effect to Colonial Revolver Loan there shall be positive Colonial Revolver Availability. Each request (or deemed request) by Borrowers a Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation any credit extension shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grantthe credit extension. As an additional condition to any funding, issuance or granta credit extension, Agent shall have received such may request any other information, documentscertification, instruments and agreements document, instrument or agreement as it deems appropriate in connection therewithappropriate.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund make any Loanscredit extension hereunder (including funding any Loan or arranging any Letter of Credit), arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grantexists;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the in all material respects (without duplication of any materiality qualifier contained therein) except for representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality expressly apply only on an earlier date which shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier datedate (without duplication of any materiality qualifier contained therein);
(c) All conditions precedent in any other Loan Document No Overadvance shall be satisfiedexist;
(d) No event shall have occurred With respect to a Letter of Credit issuance (or circumstance exist that has or could reasonably be expected to have a Material Adverse Effectdeemed issuance), all LC Conditions are satisfied; and
(e) With The aggregate amount of Debt incurred by the Obligors pursuant to the Loan Documents shall not exceed the amount of such Debt permitted to be outstanding under the Senior Secured Notes Indenture or under the terms of any other Permitted Junior Debt (or Permitted Refinancing Debt in respect to issuance of a Letter of Credit, the LC Conditions shall be satisfiedthereof). Each request (or deemed request) by Borrowers Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation any credit extension shall constitute a representation by Borrowers Borrower that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grantthe credit extension. As an additional condition to any funding, issuance or granta credit extension, Agent shall have received such may request any other information, documentscertification, instruments and agreements document, instrument or agreement as it deems appropriate in connection therewithappropriate.
Appears in 1 contract
Samples: Loan and Security Agreement (Summit Midstream Partners, LP)
Conditions Precedent to all Credit Extensions. The obligation of each Lender and each Fronting Bank to make any Credit Extension shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance ) of any Letters each of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfiedprecedent set forth below:
(a) No Default or Event of Default The Restatement Effective Date shall exist at the time of, or result from, such funding, issuance or granthave occurred;
(b) The representations and warranties applicable Credit Party shall have delivered a Notice of each Obligor Borrowing in accordance with Section 2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or 3.2(b), as applicable. In the Loan Documents event that are qualified a Letter of Credit secured by materiality Eligible Collateral is requested, the applicable Credit Party shall be true and correct have delivered a Borrowing Base Report on the Business Day immediately preceding the proposed date of, and upon giving effect to, of Issuance of such funding, issuance or grant, and Letter of Credit;
(c) Each of the representations and warranties of each Obligor set forth in this Agreement and in the Loan other Credit Documents that are not qualified by materiality shall be true and correct in all material respects on and as of the date ofof any Credit Extension, with the same effect as if made on and upon as of such date, both immediately before and after giving effect to, to such funding, issuance Credit Extension (except to the extent any such representation or grant, except for representations and warranties that warranty is expressly relate stated to an earlier have been made as of a specific date, in which case they such representation or warranty shall be true and correct (or true and correct in all material respects, as the case may be) respects as of such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;).
(d) No event shall have occurred or circumstance exist that has or could reasonably The limitation on amounts set forth under Section 2.1 will not be expected exceeded immediately after giving effect to have a Material Adverse Effect; andany such Credit Extension;
(e) With respect to issuance the Issuance of a any Letter of Credit, the LC Conditions applicable conditions in Section 3.4 shall have been satisfied;
(f) With respect to the applicable Credit Party, there has been no material adverse effect upon the ability of such Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents and there exists no event, condition or state of facts that would reasonably be satisfiedexpected to result in such material adverse effect; and
(g) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to such Credit Extension. Each request (or deemed request) by Borrowers for funding giving of a Loan, issuance Notice of Borrowing or a Letter of Credit or grant Notice, and the consummation of an accommodation each Credit Extension, shall be deemed to constitute a representation and warranty by Borrowers the applicable Credit Party that the foregoing conditions statements contained in Section 4.2(c) through Section 4.2(g) are satisfied on true, both as of the date of such notice or request and on as of the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithCredit Extension is made.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;; - 41 -
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except for those representations that are already qualified by concepts of materiality or by express thresholds, which shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any Credit, other accommodation than the initial Loans made to or for fund the benefit of BorrowersProject Vine Acquisition and which satisfy the conditions precedent in Section 6.1, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Notwithstanding the foregoing in this Section 6.2, in respect of any Loan made pursuant to Section 2.1.7 that is used for the purpose of consummating a Permitted Acquisition or an Investment permitted under the terms of this Agreement, clauses (a) and (b) in this Section 6.2 shall be replaced with the following clauses (e) and (f), respectively:
(e) No Event of Default under Section 11.1(a) or 11.1(j) shall exist at the time of, or result from, such funding, issuance or grant; and
(f) the Specified Representations shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date). Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewiththerewith (including, without limitation, customary legal opinions requested by Agent in connection with any Loan made pursuant to Section 2.1.7).
Appears in 1 contract
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor the Obligors in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan Agreement (Us Concrete Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any (other accommodation to or for than the benefit of Borrowersinitial Loans which satisfy the conditions precedent in Section 6.1), unless the following conditions are satisfied:satisfied (or waived by Agent):
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects on and as of the date of such Loan; provided that, to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section 6.2) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse EffectEffect ; and
(ed) With respect to the issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request Notwithstanding anything to the contrary set forth in this Section 6.2 or any provision of Section 1.5.1 that would permit the determination of compliance with representations and warranties or absence of a Default or Event of Default (or deemed requestany type of Default or Event of Default) by Borrowers for funding to be tested on the applicable LCT Test Date, with respect to any proposed Loan the proceeds of which will be applied to finance a Limited Condition Transaction (i) the condition set forth in clause (a) above shall be limited to, no Event of Default under Section 11.1(a) or Section 11.1(j) existing immediately after giving effect to the incurrence of such proposed Loan, issuance (ii) the representations and warranties set forth in clause (b) above shall be limited to (x) the Specified Representations being true and correct in all material respects on and as of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of incurrence of such request Loans; provided that to the extent such Specified Representations expressly relate to an earlier date, such Specified Representations shall be true and correct in all material respects as of such earlier date and (y) the Specified Acquisition Agreement Representations (if applicable) being true and correct in all material respects (or in all respects for such Specified Acquisition Agreement Representations are subject to materiality qualifiers) on and as of the date of incurrence of such fundingLoan; provided that to the extent such Specified Acquisition Agreement Representations (if applicable) expressly relate to an earlier date, issuance such Specified Acquisition Agreement Representations (if applicable) shall be true and correct in all material respects (or grant. As an additional condition in all respects for such Specified Acquisition Agreement Representations are subject to materiality qualifiers) as of such earlier date but, in each case, only to the extent that the Borrowers have (or their applicable affiliate has) the right to terminate (taking into account any fundingapplicable cure provisions) their (or its) obligations under such acquisition agreement or the right to decline to consummate the applicable Acquisition, issuance in each case, pursuant to the terms of such acquisition agreement, as a result of a breach of such representations in such acquisition agreement (in each case, in accordance with the terms thereto) without any liability to the Borrowers (or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithit).
Appears in 1 contract
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not in no event be required to fund make any Loanscredit extension hereunder (including funding any Revolver Loan, arrange for issuance arranging any Letter of any Letters of Credit Credit, or grant granting any other accommodation to or for the benefit of Borrowersany Borrower) after the initial funding of the Revolver Loans on the Closing Date (which such Revolver Loans shall be subject to Section 6.1), unless if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (without duplication of any materiality provisions therein) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of respects on such earlier date;date (without duplication of any materiality provisions therein)); and
(c) All conditions precedent in any other Loan Document shall be are satisfied;
(d) No event shall have has occurred or circumstance exist exists that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of CreditCredit issuance, the all LC Conditions shall be are satisfied. Each request (or deemed request) by Borrowers a Borrower for any funding of a Revolver Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance issuance, or grant. As an additional condition to any funding, issuance or granta credit extension, Agent shall have received such may request any other information, documentscertification, instruments and agreements document, instrument or agreement as it deems appropriate in connection therewithappropriate.
Appears in 1 contract
Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders Lender shall not be required to fund make any Loanscredit extension hereunder (including funding any Loan, arrange for issuance issuing any Letter of any Letters of Credit Credit, or grant granting any other accommodation to or for the benefit of Borrowersany Borrower), unless if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or granthas occurred and is continuing;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on (or, in the date ofcase of any representation and warranty qualified by materiality, and upon giving effect to, such funding, issuance or grant, in all respects) except for representations and warranties that expressly relate to apply only on an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be are satisfied;
(d) No event shall have has occurred or circumstance exist exists that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to a Letter of Credit issuance, all LC Conditions are satisfied; and
(f) Borrower Agent has delivered to Lender, a Borrowing Base Report within 10 Business Days prior to the date of requested funding of the Loan or issuance of Letter of Credit, if, at the time of such request for an extension of a Loan or issuance of a Letter of Credit, the LC Conditions no Loans or Letters of Credit are outstanding, which Borrowing Base Certificate shall be satisfiedprepared as of the last day of the most recently ended month. Each request (or deemed request) by Borrowers a Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation any credit extension shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grantthe credit extension. As an additional condition to a credit extension, Lender may request any funding, issuance or grant, Agent shall have received such other information, documentscertification, instruments and agreements document, instrument or agreement as it deems appropriate in connection therewithappropriate.
Appears in 1 contract
Samples: Loan and Security Agreement (Arlo Technologies, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty is true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(f) If, giving effect thereto, Availability would be less than $5,000,000 for a fifth consecutive day or less than $4,000,000 at any time, either (i) the Borrowers shall have been in compliance with the covenant set forth in Section 10.3 as of the last day of the Measurement Period most recently ended for which the financial statements and Compliance Certificate required under Section 10.1.2 have been delivered to Agent or (ii) Borrowers have provided Agent with evidence satisfactory to Agent that as of the time of the requested Loan, Letter of Credit or other financial accommodation, the Borrowers are in compliance with the covenant set forth in Section 10.3 for the most recently ended Measurement Period. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Installed Building Products, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, Loans or arrange for issuance of any Letters of Credit or grant any Credit, other accommodation than the initial Loans made to or for fund the benefit of BorrowersProject Vine Acquisition and which satisfy the conditions precedent in Section 6.1, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(ed) With respect to the issuance of a Letter of Credit, the LC Conditions shall be satisfied.; and
(e) With respect to the issuance of Revolver Two Loans, the aggregate amount of outstanding Revolver One Loans plus the aggregate outstanding LC Obligations issued under Revolver One Commitments is not less than the Revolver One Commitments minus the Availability Reserve.
(f) (e)No Event of Default under Section 11.1(a) or 11.1(j) shall exist at the time of, or result from, such funding, issuance or grant; and
(g) (f)the Specified Representations shall be true and correct in all material respects (provided that if a representation or warranty is by its terms already subject to a materiality qualifier, it shall not be further subject to the materiality qualifier in this Section) on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date). Each request (or deemed request) by Borrowers for funding of a Loan, Loan or issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewiththerewith (including, without limitation, customary legal opinions requested by Agent in connection with any Loan made pursuant to Section 2.1.7).
Appears in 1 contract
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not in no event be required to fund make any Loanscredit extension hereunder (including funding any Loan, arrange for issuance arranging any Letter of any Letters of Credit Credit, or grant granting any other accommodation to or for the benefit of Borrowersany Borrower) after the initial funding of the Loans on the Closing Date (which such Loans shall be subject to Section 6.1), unless if the following conditions are satisfiednot satisfied on such date and upon giving effect thereto:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (without duplication of any materiality provisions therein) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of respects on such earlier date;date (without duplication of any materiality provisions therein)); and
(c) All conditions precedent in any other Loan Document shall be are satisfied;
(d) No event shall have has occurred or circumstance exist exists that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of CreditCredit issuance, the all LC Conditions shall be are satisfied. Each request (or deemed request) by Borrowers a Borrower for any funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance issuance, or grant. As an additional condition to any funding, issuance or granta credit extension, Agent shall have received such may request any other information, documentscertification, instruments and agreements document, instrument or agreement as it deems appropriate in connection therewithappropriate.
Appears in 1 contract
Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default event described in Section 11.1(a) — (n) shall exist at the time of, or result from, such funding, issuance or grant, regardless of whether or not the existence of the event is deemed an Event of Default;
(b) The representations and warranties of each Obligor Borrower in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Cooper Tire & Rubber Co)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of BorrowersBorrowers (other than a Notice of Conversion/Continuation or other notice requesting a conversion of Revolver Loans from one type to the other or a continuation of LIBOR Loans), unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance issuance, or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects (except that if any representation or warranty is modified by “material,” or “Material Adverse Effect,” such representation or warranty shall be true and correct in all respects) on the date of, and upon giving effect to, such funding, issuance or grant, except for to the extent that such representations and warranties that expressly relate specifically refer to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date. For purposes of this Section 6.2, the representations and warranties contained in Section 9.5.1 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.2(a);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has had or could reasonably be expected to have a Material Adverse Effect;
(d) After giving effect to the proposed Loan, Availability shall not be less than zero; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation (other than a Notice of Conversion/Continuation or other notice requesting a conversion of Revolver Loans from one type to the other or a continuation of LIBOR Loans) shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Casella Waste Systems Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank The Agent and the Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Loans or grant any other accommodation to or for the benefit of the Borrowers, unless the following conditions are satisfied:
(a) The Agent shall have received a Notice of Borrowing in accordance with Section 4.1.
(b) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grant;.
(bc) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon after giving effect to, such funding, issuance funding or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or have been true and correct in all material respects, as the case may be) respects as of such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;).
(d) No Since the Closing Date, no event shall have occurred or circumstance exist that has had or could reasonably be expected to have a Material Adverse Effect; and.
(e) With respect to issuance No injunction, writ, restraining order, or other order of a Letter of Creditany nature restricting or prohibiting, directly or indirectly, the LC Conditions extending of such credit shall have been issued and remain in force by any Governmental Authority against any Obligor, Agent, any Lender, or any of their Affiliates.
(f) The Agent shall have received, for itself and the Lenders, evidence that the proceeds of the requested Revolving Loans are intended to be satisfiedused by the Borrowers in compliance with Sections 2.1.2(ii), (iv) and/or (v). Each request (or deemed request) by the Borrowers for funding of a Loan, issuance of a Letter of Credit Loan or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. AgentOn the date of each Borrowing (including each Swingline Borrowing, Issuing Bank but not including any Borrowing made on the Closing Date) and Lenders shall not be required to fund any Loanson the date of each issuance, arrange for issuance amendment (only if such amendment increases the amount thereof), extension or renewal of any Letters a Letter of Credit or grant any other accommodation to or for the benefit of Borrowers(each such occurrence, unless the following conditions are satisfied:a “Credit Extension”):
(a) No the Lead Borrower shall have delivered to the Administrative Agent (and the Swingline Lenders in the case of a Swingline Borrowing) a customary Borrowing Request, or LC Request as the case may be;
(b) Availability on the proposed date of such Borrowing shall be adequate to cover the amount of such Borrowing and/or issuance, amendment, extension or renewal of such Letter of Credit;
(c) no Default or Event of Default shall exist at the time of, or result from, such funding, issuance funding or grant;issuance; and
(bd) The the representations and warranties of each Obligor Loan Party set forth in the Loan Documents that are qualified by materiality Article III of this Agreement or in any Security Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, funding or issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, (except for representations and warranties that expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct (or true and correct in all material respects, respects as the case may be) as of such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied). Each request (or deemed request) by the Borrowers for funding of a Revolver Loan, issuance or issuance, amendment, modification, renewal or extension of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions in clauses (b) through (d) above are satisfied on the date of such request and on the date of such funding, issuance funding or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithissuance.
Appears in 1 contract
Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, except for representations and warranties that expressly relate to an earlier date, date (in which case they such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); provided, however, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (or true and correct after giving effect to any qualification therein) in all material respects, as the case may be) as of such earlier date;
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(e) In the case of a requested Borrowing of Loans the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower Agent shall deliver to Agent a certificate executed by a Senior Officer of Borrowers accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrowers have made the representation set forth in the second sentence of Section 9.1.23 together with (if so requested by Agent) a duly completed Form U-1 or Form G-3 satisfactory to Agent in its Credit Judgment. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Steinway Musical Instruments Inc)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank Agent and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Loans after the Closing Date or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at have occurred and be continuing on the time of, Closingthe applicable Additional Term Loan Funding Date or would result from, such funding, issuance from this Agreement or grant;the other Loan Documents becoming effective in accordance with its or their respective terms.
(b) The representations and warranties of each Obligor in each Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Closingapplicable Additional Term Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality Funding Date shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the date oftext thereof, and upon giving effect to, such funding, issuance or grant, except for which representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct in all respects subject to such qualification) on and as of the Closingapplicable Additional Term Loan Funding Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects, as the case may be) on and as of such earlier date;); and
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation aan Additional Term Loan shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Financing Agreement (Select Interior Concepts, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant, except that with respect to a Borrowing used to transfer funds to the ECF Payment Account in compliance with Section 10.2.8(b)(iii), no Specified Default or Event of Default shall exist at the time of, or result from, the funding of such Borrowing;
(b) The representations and warranties of each Obligor in the Loan Documents that are qualified by materiality shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant, grant (except for representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date);
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and;
(ed) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and
(e) With respect to any funding, issuance or grant at any time in which or as a result of which the Total Exposure exceeds or will exceed $250,000,000, a certificate signed by a Financial Officer of the Company (or a statement in the relevant Notice of Borrowing, LC Request or LC Application, as the case may be) certifying (i) that such funding, issuance or grant either (A) will not cause the Total Exposure to exceed the Indenture Borrowing Base or (B) otherwise constitutes “Permitted Debt” under the Permitted Note Facility (and the methodology for such determination), and (ii) if requested by Agent, the amount of the Indenture Borrowing Base as of such date and setting forth reasonably detailed calculations thereof. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any fundingUpon satisfaction or waiver of all the conditions specified in Sections 6.1 and 6.2, issuance or grantthe Existing Loan and Security Agreement will be amended and restated by this Agreement (with all loans outstanding thereunder and the Existing Letters of Credit being renewed and continued), Agent and all Liens securing obligations under the Existing Loan and Security Agreement shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewithbe automatically continued.
Appears in 1 contract
Samples: Loan and Security Agreement (Alon USA Energy, Inc.)
Conditions Precedent to all Credit Extensions. Agent, Issuing Bank Agent and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Loans after the Closing Date or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:
(a) No Default or Event of Default shall exist at have occurred and be continuing on the time ofapplicable Additional Term Loan Funding Date or on the Fourth Amendment Effective Date, as applicable, or would result from, such funding, issuance from this Agreement or grant;the other Loan Documents becoming effective in accordance with its or their respective terms.
(b) The representations and warranties of each Obligor in each Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the applicable Additional Term Loan Documents that are qualified by materiality shall be true and correct Funding Date or on the date ofFourth Amendment Effective Date, and upon giving effect toas applicable, such funding, issuance or grant, and the representations and warranties of each Obligor in the Loan Documents that are not qualified by materiality shall be true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the date oftext thereof, and upon giving effect to, such funding, issuance or grant, except for which representations and warranties that expressly relate to an earlier date, in which case they shall be true and correct in all respects subject to such qualification) on and as of the applicable Additional Term Loan Funding Date or on the Fourth Amendment Effective Date, as applicable, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects, as the case may be) on and as of such earlier date;); and
(c) All conditions precedent in any other Loan Document shall be satisfied;
(d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and
(e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit an Additional Term Loan or grant of an accommodation the Second Additional Term Loan shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Samples: Financing Agreement (Select Interior Concepts, Inc.)
