Common use of Conditions Precedent to all Extensions of Credit Clause in Contracts

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance hereunder (or to extend any other credit hereunder) is subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditions: (a) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension of credit as though made on and as of such date (except to the extent that such representations and warranties solely relate to an earlier date); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit; (c) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof; (d) the proceeds of such extension of credit shall have been, and shall be (after giving effect to such requested extension of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement and the other Loan Documents, (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes of the Borrower; and (e) solely in the case of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of credit.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance hereunder (all Advances, Swing Loans, or to extend issue Letters of Credit (and to make any other extensions of credit provided for hereunder) is shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date);, (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit;thereof, (c) Borrower no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have delivered to Agent a Request for Borrowing pursuant to the terms been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of Section 2.6 hereof;their Affiliates, and (d) the proceeds amount of such extension of credit shall have beenthe Revolver Usage, and shall be (after giving effect to such the requested extension Advances or Letter of credit)Credit, used shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) fund certain feesparticipating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, costs and expenses incurred in connection with this Agreement and the other Loan Documents, or (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of the Borrower; and (e) solely in the case of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of creditany Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make Advances or issue Standby Letters of Credit at any Advance hereunder time (or to extend any other credit hereunder, but excluding Advances, the proceeds of which are to reimburse Lender for amounts drawn under a Standby Letter of Credit) is shall be subject to the fulfillment, at satisfaction or prior to the time of the making of such extension of credit, waiver of each of the following conditionsconditions precedent: (a) the representations and warranties of Borrower contained in this Agreement (other than any representations and warranties provided under Section 5.2) and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation representations or warranty to the extent warranties that such representation or warranty is already are qualified or modified by as to “materiality” or “Material Adverse Change” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date of such Advance, Standby Letter of Credit or other extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);, (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such Advance or other extension of credit, nor shall either result from the making of such extension of credit;thereof, and (c) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof; (d) the proceeds of such extension of credit shall have been, and shall be (after giving effect to such requested extension of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement and the other Loan Documents, (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes of the Borrower; and (e) solely in the case of any Standby Letters of Credit requested to be issued, after giving effect thereto, the first extension aggregate Maximum Undrawn Amount of credit hereunder, all Lender Group Expenses incurred in connection with Standby Letters of Credit shall not exceed the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of creditmaximum amount permitted under Section 2.4.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance Advances hereunder (or to extend any other credit hereunder) is at any time shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) each of the representations and warranties of Borrower each Loan Party and its Subsidiaries contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent representations and warranties that such representation or warranty is already are qualified or modified by materialitymateriality in the text thereof) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date);; provided, however, that notwithstanding the foregoing, the only representations and warranties relating to the Loan Parties and their Subsidiaries, the accuracy of which shall be a condition to the availability of any Advances hereunder (or to extend any other credit hereunder) on the Closing Date, shall be each of the Acquisition Agreement Representations and the Specified Representations, and (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit; (c) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof; (d) the proceeds of such extension of credit shall have been, and shall be (after giving effect to such requested extension of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement and the other Loan Documents, (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes of the Borrower; and (e) solely in the case of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of creditthereof.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance hereunder (all Advances, Swing Loans, or to extend issue Letters of Credit (and to make any other extensions of credit provided for hereunder) is shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) the representations and warranties of Borrower the Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date);, (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit;thereof, (c) Borrower no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have delivered to Agent a Request for Borrowing pursuant to the terms been issued and remain in force by any Governmental Authority against Borrower, Agent, any Lender, or any of Section 2.6 hereof;their Affiliates, and (d) the proceeds of such extension of credit shall have been, and shall be amount the Availability is greater than zero (after giving effect 0). The foregoing conditions precedent are not conditions to such requested extension of credit), used to each Lender (i) fund certain feesparticipating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, costs and expenses incurred in connection with this Agreement and the other Loan Documents, or (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes of the Borrower; and (e) solely participating in the case of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of credit.or reimbursing Swing

Conditions Precedent to all Extensions of Credit. The obligation of the each Lender Group (or any member thereof) to make each Loan or issue any Advance Letter of Credit hereunder (or to extend any other credit hereunder) is subject to the fulfillment, at or prior to the time of the making of such extension Loan or the issuance of creditsuch Letter of Credit, of each of the following conditions: (a) (s) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension Loan or such Letter of credit Credit as though made on and as of such date (except to the extent that such representations and warranties solely relate to an earlier date); (b) (t) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension Loan or such Letter of creditCredit, nor shall either result from the making of such extension Loan or the issuance of credit;such Letter of Credit; and (c) (u) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereof;; and (d) the proceeds of such extension of credit shall have been, and Borrower shall be (in pro forma compliance with each of the financial covenants set forth in Section 6.14 hereof after giving effect to such requested extension Loan or Letter of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement Credit and the other use of proceeds thereof (calculated as if such Loan Documents, (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes or Letter of Credit were outstanding as of the Borrower; and (e) solely in the case last day of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement immediately preceding fiscal quarter for which the Borrower received an invoice at least 2 Business Days prior financial statements were most recently required to the date of such extension of credithave been delivered to Agent).

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance hereunder all Advances (or to extend any other credit hereunder) is shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of creditthereof; (c) Borrower no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have delivered to Agent a Request for Borrowing pursuant to been issued and remain in force by any governmental authority against any Borrower, Administrative Agent, the terms Lender Group, or any of Section 2.6 hereof;their respective Affiliates; and (d) the proceeds aggregate amount of such extension of credit shall have beenthe Revolving Facility Usage, and shall be (after giving effect to such the requested extension Advance or Letter of credit)Credit, used shall not exceed the Availability. The foregoing conditions precedent are not conditions to each Lender (i) fund certain feesparticipating in or reimbursing the Administrative Agent for such Lenders’ Pro Rata Share of any Overadvance as provided herein, costs and expenses incurred in connection with this Agreement and the other Loan Documents, or (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes participating in or reimbursing Administrative Agent for such Lenders’ Pro Rata Share of the Borrower; and (e) solely in the case any drawings under Letters of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of creditCredit as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance hereunder all Advances (or to extend make any other extensions of credit provided for hereunder) is shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) the representations and warranties of Borrower the Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension of credit credit, as though made on and as of such date (except (i) to the extent that such representations and warranties relate solely relate to an earlier date, and (ii) with respect to the UK Sub, representation made in SECTION 5.12(a)(ii) and (iii) shall be deemed made only as of the end of each fiscal year of Borrower);, (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit;thereof, (c) Borrower no Material Adverse Change shall have delivered to Agent a Request for Borrowing pursuant occurred since the date of the latest financial statements submitted to the terms of Section 2.6 hereof;Lender Group on or before the Closing Date, and (d) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the proceeds extending of such extension of credit shall have beenbeen issued and remain in force by any Governmental Authority against Borrower, and shall be (after giving effect Agent, any Lender, or any of their Affiliates. The foregoing conditions precedent are not conditions to such requested extension of credit), used to each Lender (i) fund certain feesparticipating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, costs and expenses incurred in connection with this Agreement and the other Loan Documents, or (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of the Borrower; and (e) solely in the case of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of creditany Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance hereunder (all Advances, Swing Loans, or to extend issue Letters of Credit (and to make any other extensions of credit provided for hereunder) is shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) the representations and warranties of Borrower the Obligors contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date);, (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit;thereof, (c) Borrower no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have delivered to Agent a Request for Borrowing pursuant to the terms been issued and remain in force by any Governmental Authority against Borrowers, Agent, any Lender, or any of Section 2.6 hereof;their Affiliates, and (d) the proceeds of such extension of credit shall have been, and shall be (after giving effect to such requested Advance, Swing Loan, Letter of Credit, or other extension of credit), used Combined Availability is greater than zero. The foregoing conditions precedent are not conditions to each Lender (i) fund certain feesparticipating in or reimbursing Agent for such Lenders' Pro Rata Share of any drawings under Letters of Credit as provided herein, costs and expenses incurred in connection with this Agreement and the other Loan Documents, or (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes participating in or reimbursing Swing Lender or the Agent for such Lenders' Pro Rata Share of the Borrower; and (e) solely in the case of the first extension of credit hereunder, all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date of such extension of creditany Swing Loan or Agent Advance as provided herein.

Conditions Precedent to all Extensions of Credit. The obligation of the theeach Revolving Lender Group (or any member thereof) to make any Advance Revolving Loans hereunder (or to extend any other credit hereunder) is at any time shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) receipt by Agent and Revolving Agent (in the case of Revolving Loans) of a Notice of Borrowing; (b) the representations and warranties of Borrower each Loan Party or its Subsidiaries contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent representations and warranties that such representation or warranty is already are qualified or modified by materialitymateriality in the text thereof) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (bc) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of credit; (c) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereofthereof; (d) both at the proceeds time of and after the making of such extension of credit requested Revolving Loans, Available Cash shall have been, and shall be (after giving effect to such requested extension of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement and the other Loan Documents, (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes of the Borrowernot exceed $55,000,000; and (e) solely in the case of requested Borrowing will not exceed the first extension of credit hereunder, all Lender Group Expenses incurred in connection with Availability on such Funding Date; and (f) (e) no Overadvance exists or will exist after the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date making of such extension of creditrequested Revolving Loans.

Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advance Advances hereunder (or to extend any other credit hereunder) is at any time shall be subject to the fulfillment, at or prior to the time of the making of such extension of credit, of each of the following conditionsconditions precedent: (a) the representations and warranties of each Borrower or its Subsidiaries contained in this Agreement and or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent representations and warranties that such representation or warranty is already are qualified or modified by materialitymateriality in the text thereof) on and as of the date of such extension of credit credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely relate to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date); (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making of such extension of creditthereof; (c) Borrower shall have delivered to Agent a Request for Borrowing pursuant to the terms of Section 2.6 hereofthere has been no Material Adverse Change; (d) the proceeds of such extension of credit shall have been, and shall be (after giving effect to such requested any Advance or other extension of credit), used to (i) fund certain fees, costs and expenses incurred in connection with this Agreement and the other Loan Documents, (ii) finance Investments by Xxxxxxxx, and (iii) finance general working capital needs and other corporate purposes of the BorrowerAvailability shall be not less than zero; and (e) solely in the case of the first Borrowers shall have delivered such further documentation (including Borrowing Base Certificates) and assurances as Lender may reasonably require. Any request for an extension of credit hereunder, all Lender Group Expenses incurred shall be deemed to be a representation by each Borrower that the statements set forth in connection with this Section 4.2 are correct as of the transactions evidenced by this Agreement for which the Borrower received an invoice at least 2 Business Days prior to the date time of such request and (ii) if such extension of creditcredit is a request for an Advance or a Letter of Credit, sufficient Availability exists for such Advance or Letter of Credit pursuant to Section 2.1(a) and Section 2.13.