Conditions Precedent to Effectiveness of Maturity Date Extensions. As conditions precedent to the effectiveness of any such extension, each of the following requirements shall be satisfied or waived on or prior to the then-applicable Maturity Date, as determined in good faith by Xxxxxxx (the first date on which such conditions precedent are satisfied or waived with respect to the then-applicable Maturity Date, an “Extension Effective Date”): (i) Lenders and the Collateral Agent shall have received an Extension Notice within the period required under clause (a) above and each Lender has consented to such extension under clause (a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, there is no continuing and uncured Event of Default; and (iii) Lenders shall have received a certificate of Borrower dated as of the Extension Effective Date, signed by an authorized officer of Borrower (i) certifying and attaching the resolutions adopted by Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 4 are true and correct in all material respects on and as of the Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Change” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (B) there is no continuing and uncured Event of Default.
Appears in 2 contracts
Samples: Loan and Security Agreement (Offerpad Solutions Inc.), Loan and Security Agreement (Offerpad Solutions Inc.)
Conditions Precedent to Effectiveness of Maturity Date Extensions. As conditions precedent to the effectiveness of any such extension, each of the following requirements shall be satisfied or waived on or prior to the then-applicable Maturity Date, as determined in good faith by Xxxxxxx Lenders (the first date on which such conditions precedent are satisfied or waived with respect to the then-applicable Maturity Date, an “Extension Effective Date”):
(i) Lenders and the Collateral Agent shall have received an Extension Notice within the period required under clause (a) above and each Lender has consented to such extension under clause (a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, there is no continuing and uncured Event of Default; and
(iii) Lenders shall have received a certificate of Borrower dated as of the Extension Effective Date, signed by an authorized officer of Borrower (i) certifying and attaching the resolutions adopted by Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 4 are true and correct in all material respects on and as of the Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Change” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (B) there is no continuing and uncured Event of Default.
Appears in 2 contracts
Samples: Loan and Security Agreement (Offerpad Solutions Inc.), Loan and Security Agreement (Supernova Partners Acquisition Company, Inc.)