Common use of Conditions to All Borrowings After the Closing Date Clause in Contracts

Conditions to All Borrowings After the Closing Date. The obligation of each Lender to make any Loans (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) and of each L/C Issuer to Issue, or cause to be Issued, a Letters of Credit hereunder, in each case after the Closing Date, is subject to satisfaction of the following conditions: (a) The representations and warranties by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects as of such date with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default or Event of Default has occurred and is continuing or would result from giving effect to such Loan (or the incurrence of such Letter of Credit Obligation); and (c) the Borrower shall have delivered to the Administrative Agent a duly executed Notice of Borrowing. The request by the Borrower and acceptance by the Borrower of proceeds of any Loans or the incurrence of any Letter of Credit Obligations (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) shall be deemed to constitute, as of the date thereof, a representation and warranty by the Borrower that the conditions specified in Sections 2.2(a) and (b) have been satisfied.

Appears in 2 contracts

Samples: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)

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Conditions to All Borrowings After the Closing Date. The obligation of each Lender to make any Loans (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) and of each L/C Issuer to Issue, or cause to be Issued, a Letters of Credit hereunder, in each case after the Closing Date, is subject to satisfaction of the following conditions: (a) The representations and warranties by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects as of such date with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default or Event of Default has occurred and is continuing or would result from giving effect to such Loan (or the incurrence of such Letter of Credit Obligation); and; (c) the Borrower shall have delivered to the Administrative Applicable Agent a duly executed Notice of Borrowing; and (d) with respect to any Borrowing of Revolving Loans and/or any Issuance of a Letter of Credit that would result in the Total Revolving Exposure exceeding $50,000,000 after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, the Asset Coverage Ratio, after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, on a Pro Forma Basis, shall not be less than the minimum ratio set forth in the table below for the most recently ended month prior to the date of such Borrowing: July 31, 2022 1.337:1.000 August 31, 2022 1.337:1.000 September 30, 2022 1.284:1.000 October 31, 20222024 1.243:1.0001.179:1.000 November 30, 20222024 1.139:1.0001.380:1.000 December 31, 20222024 1.192:1.0001.402:1.000 January 31, 20232025 1.303:1.0001.469:1.000 February 28, 20232025 1.278:1.0001.423:1.000 March 31, 20232025 1.405:1.0001.424:1.000 April 30, 20232025 1.405:1.0001.435:1.000 May 31, 20232025 1.399:1.0001.430:1.000 June 30, 20232025 1.280:1.0001.451:1.000 July 31, 20232025 1.237:1.0001.415:1.000 August 31, 20232025 1.237:1.0001.379:1.000 September 30, 20232025 1.222:1.0001.349:1.000 October 31, 2023; November, 30, 2023; and 2025 December 31, 20232025 1.422:1.000 1.361:1.000 1.423:1.000 January 31, 2024; 2026 February 2928, 2024; and 2026 March 31, 20242026 1.622:1.000 1.562:1.000 1.487:1.000 1.624:1.000 April 30, 2024; 2026 May 31, 2024 and 2026 June 30, 20242026 1.822:1.000 1.900:1.000 1.919:1.000 1.974:1.000 July 31, 2024; 2027 August 31, 2024; and 2027 September 30, 20242027 2.022:1.000 4.215:1.00 4.239:1.00 4.246:1.00 October 31, 2024 and the last date of each month ending thereafterSeptember 30, 2028 2.222:1.0005.057:1.00 provided, that the accounting and calculation methodology, principles and assumptions used by the Borrower to calculate the Asset Coverage Ratio for the applicable period above shall be a Conforming Calculation as set forth in a certificate of a Responsible Officer delivered to the Administrative Agent and Revolver Agent with the applicable Notice of Borrowing, it being understood and agreed that such calculation shall be deemed to be a Conforming Calculation (i) to the extent determined to be a Conforming Calculation in connection with the Compliance Certificate related to the applicable Test Period in accordance with Section 6.1, and (ii) otherwise unless the Administrative Agent or the Required Lenders or Required Revolving Lenders have notified the Borrower in writing within three (3) Business Days following delivery of the applicable Borrowing Notice. The request by the Borrower and acceptance by the Borrower of proceeds of any Loans or the incurrence of any Letter of Credit Obligations (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) shall be deemed to constitute, as of the date thereof, a representation and warranty by the Borrower that the conditions specified in Sections 2.2(a) and (b) have been satisfied.

Appears in 2 contracts

Samples: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)

Conditions to All Borrowings After the Closing Date. The obligation of each Lender to make any Loans (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) and of each L/C Issuer to Issue, or cause to be Issued, a Letters of Credit hereunder, in each case after the Closing Date, is subject to satisfaction of the following conditions: (a) The representations and warranties by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects as of such date with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default or Event of Default has occurred and is continuing or would result from giving effect to such Loan (or the incurrence of such Letter of Credit Obligation); and; (c) the Borrower shall have delivered to the Administrative Applicable Agent a duly executed Notice of Borrowing; and (d) with respect to any Borrowing of Revolving Loans and/or any Issuance of a Letter of Credit that would result in the Total Revolving Exposure exceeding $50,000,000 after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, the Asset Coverage Ratio, after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, on a Pro Forma Basis, shall not be less than the minimum ratio set forth in the table below for the most recently ended month prior to the date of such Borrowing: July 31, 2022 1.337:1.000 August 31, 2022 1.337:1.000 September 30, 2022 1.284:1.000 October 31, 2022 1.243:1.000 November 30, 2022 1.139:1.000 December 31, 2022 1.192:1.000 January 31, 2023 1.303:1.000 February 28, 2023 1.278:1.000 March 31, 2023 1.405:1.000 April 30, 2023 1.405:1.000 May 31, 2023 1.399:1.000 June 30, 2023 1.280:1.000 July 31, 2023 1.237:1.000 August 31, 2023 1.237:1.000 September 30, 2023 1.222:1.000 October 31, 2023; November, 30, 2023; and December 31, 2023 1.422:1.000 January 31, 2024; February 29, 2024; and March 31, 2024 1.622:1.000 April 30, 2024; May 31, 2024 and June 30, 2024 1.822:1.000 July 31, 2024; August 31, 2024; and September 30, 2024 2.022:1.000 October 31, 2024 and the last date of each month ending thereafter 2.222:1.000 provided, that the accounting and calculation methodology, principles and assumptions used by the Borrower to calculate the Asset Coverage Ratio for the applicable period above shall be a Conforming Calculation as set forth in a certificate of a Responsible Officer delivered to the Administrative Agent and Revolver Agent with the applicable Notice of Borrowing, it being understood and agreed that such calculation shall be deemed to be a Conforming Calculation (i) to the extent determined to be a Conforming Calculation in connection with the Compliance Certificate related to the applicable Test Period in accordance with Section 6.1, and (ii) otherwise unless the Administrative Agent or the Required Lenders or Required Revolving Lenders have notified the Borrower in writing within three (3) Business Days following delivery of the applicable Borrowing Notice. The request by the Borrower and acceptance by the Borrower of proceeds of any Loans or the incurrence of any Letter of Credit Obligations (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) shall be deemed to constitute, as of the date thereof, a representation and warranty by the Borrower that the conditions specified in Sections 2.2(a) and (b) have been satisfied.

Appears in 1 contract

Samples: Credit Agreement (SelectQuote, Inc.)

Conditions to All Borrowings After the Closing Date. The obligation of each Lender to make any Loans (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) and of each L/C Issuer to Issue, or cause to be Issued, a Letters of Credit hereunder, in each case after the Closing Date, is subject to satisfaction of the following conditions: (a) The representations and warranties by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects as of such date with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default or Event of Default has occurred and is continuing or would result from giving effect to such Loan (or the incurrence of such Letter of Credit Obligation); and; (c) the Borrower shall have delivered to the Administrative AdministrativeApplicable Agent a duly executed Notice of Borrowing. The request by the Borrower and acceptance by the Borrower ; and (d) with respect to any Borrowing of proceeds Revolving Loans and/or any Issuance of any Loans or the incurrence of any a Letter of Credit Obligations (other than a conversion or continuation election pursuant that would result in the Total Revolving Exposure exceeding $50,000,000 after giving effect to a Notice such Borrowing of Conversion/Continuation) shall be deemed to constituteRevolving Loans and/or Issuance of Letter of Credit, as applicable, the Asset Coverage Ratio, after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, on a Pro Forma Basis, shall not be less than the minimum ratio set forth in the table below for the most recently ended month prior to the date thereofof such Borrowing: July 31, a representation 2022 1.337:1.000 August 31, 2022 1.337:1.000 September 30, 2022 1.284:1.000 October 31, 2022 1.243:1.000 November 30, 2022 1.139:1.000 December 31, 2022 1.192:1.000 January 31, 2023 1.303:1.000 February 28, 2023 1.278:1.000 March 31, 2023 1.405:1.000 April 30, 2023 1.405:1.000 May 31, 2023 1.399:1.000 June 30, 2023 1.280:1.000 July 31, 2023 1.237:1.000 August 31, 2023 1.237:1.000 September 30, 2023 1.222:1.000 October 31, 2023; November, 30, 2023; and warranty by the Borrower that the conditions specified in Sections 2.2(a) December 31, 2023 1.422:1.000 January 31, 2024; February 29, 2024; and (b) have been satisfied.March 31, 2024 1.622:1.000 April 30, 2024; May 31, 2024 and June 30, 2024 1.822:1.000 July 31, 2024; August 31, 2024; and September 30, 2024 2.022:1.000 October 31, 2024 2.222:1.000

Appears in 1 contract

Samples: Credit Agreement (SelectQuote, Inc.)

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Conditions to All Borrowings After the Closing Date. The obligation of each Lender to make any Loans (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) and of each L/C Issuer to Issue, or cause to be Issued, a Letters of Credit hereunder, in each case after the Closing Date, is subject to satisfaction of the following conditions: (a) The representations and warranties by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects as of such date with the same effect as though made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default or Event of Default has occurred and is continuing or would result from giving effect to such Loan (or the incurrence of such Letter of Credit Obligation); and; (c) the Borrower shall have delivered to the Administrative Applicable Agent a duly executed Notice of Borrowing; and (d) with respect to any Borrowing of Revolving Loans and/or any Issuance of a Letter of Credit that would result in the Total Revolving Exposure exceeding $50,000,000 after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, the Asset Coverage Ratio, after giving effect to such Borrowing of Revolving Loans and/or Issuance of Letter of Credit, as applicable, on a Pro Forma Basis, shall not be less than the minimum ratio set forth in the table below for the most recently ended month prior to the date of such Borrowing: July 31, 2022 1.337:1.000 August 31, 2022 1.337:1.000 September 30, 2022 1.284:1.000 October 31, 2022 1.243:1.000 November 30, 2022 1.139:1.000 December 31, 2022 1.192:1.000 -28- January 31, 2023 1.303:1.000 February 28, 2023 1.278:1.000 March 31, 2023 1.405:1.000 April 30, 2023 1.405:1.000 May 31, 2023 1.399:1.000 June 30, 2023 1.280:1.000 July 31, 2023 1.237:1.000 August 31, 2023 1.237:1.000 September 30, 2023 1.222:1.000 October 31, 2023; November, 30, 2023; and December 31, 2023 1.422:1.000 January 31, 2024; February 29, 2024; and March 31, 2024 1.622:1.000 April 30, 2024; May 31, 2024 and June 30, 2024 1.822:1.000 July 31, 2024; August 31, 2024; and September 30, 2024 2.022:1.000 October 31, 2024 and the last date of each month ending thereafter 2.222:1.000 provided, that the accounting and calculation methodology, principles and assumptions used by the Borrower to calculate the Asset Coverage Ratio for the applicable period above shall be a Conforming Calculation as set forth in a certificate of a Responsible Officer delivered to the Administrative Agent and Revolver Agent with the applicable Notice of Borrowing, it being understood and agreed that such calculation shall be deemed to be a Conforming Calculation (i) to the extent determined to be a Conforming Calculation in connection with the Compliance Certificate related to the applicable Test Period in accordance with Section 6.1, and (ii) otherwise unless the Administrative Agent or the Required Lenders or Required Revolving Lenders have notified the Borrower in writing within three (3) Business Days following delivery of the applicable Borrowing Notice. The request by the Borrower and acceptance by the Borrower of proceeds of any Loans or the incurrence of any Letter of Credit Obligations (other than a conversion or continuation election pursuant to a Notice of Conversion/Continuation) shall be deemed to constitute, as of the date thereof, a representation and warranty by the Borrower that the conditions specified in Sections 2.2(a) and (b) have been satisfied.

Appears in 1 contract

Samples: Credit Agreement (SelectQuote, Inc.)

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