Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent: (a) the representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof; (b) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116 (c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and (d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Supervalu Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Term SOFR Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of Borrower and each other Loan Party contained in Article V VI 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 in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, (ii) and except for changes in factual circumstances not prohibited under the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereofLoan Documents, and (iii) except that for purposes of this Section 4.025.02, the representations and warranties contained in clauses (aSections 6.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 7.01(a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from After giving effect to such proposed Credit Extension, the Total Outstandings do not exceed the Maximum Availability. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Term SOFR Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c5.02(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(ai) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of (except for such earlier date, (ii) in the case of any representation representations and warranty qualified by warranties that have a materiality or Material Adverse Effect (or words of similar import)qualification, they which shall be true and correct in all respects in accordance with the terms thereofrespects) as of such earlier date, and (iii) 72 except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(bj) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof.
(k) No Material Adverse Effect shall have occurred, and no Default event or circumstance shall exist (other thanhave occurred that could reasonably be expected to cause a Material Adverse Effect, relating to the consolidated financial condition or business of the Loan Parties since the date of the date of the most recent financial statements delivered pursuant to Section 4.01(a)(ix) or Section 6.01, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116applicable.
(cl) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by either of the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance The Administrative Agent shall result from have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require.
(e) At least (i) five (5) Business Days prior to the date of the requested Credit Extension if such Credit ExtensionExtension includes an addition of any Tax-Exempt Bonds or Taxable Construction Loans to the Borrowing Base, or (ii) three (3) Business Days prior to the date of the requested Credit Extension if such Credit Extension does not include an addition of any Tax- Exempt Bonds or Taxable Construction Loans to the Borrowing Base, the Administrative Agent shall have received a Borrowing Base Report dated the date of such Credit Extension which shall include a representation that Borrowers are in compliance with the Borrowing Base after giving effect to the requested Credit Extension and, if such Credit Extension includes an addition of any Tax-Exempt Bonds or Taxable Construction Loans, all items referenced in Exhibit H attached, including, without limitation, any original notes or bonds (or evidence that any such original note or bond is being held pursuant to a bailment agreement acceptable to the Administrative Agent), and copies of guarantees, permanent loan commitments, mortgages/deeds of trust, and title insurance policies, such related documents as Administrative Agent may request, and the Administrative Agent shall have approved same. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.02(3) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligations of the applicable Lenders to make any Loans, the obligation of the Canadian Lenders to accept or purchase any Bankers’ Acceptance, and the obligation of any L/C Issuer to issue, extend or renew any Letter of Credit, in each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion case, at the time of Committed Loans and subsequent to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit Closing Date is subject to the following conditions precedent:
(a) Each of the representations and warranties of each other Loan Party contained in Article V or any other Loan DocumentSection 5.01, or which are contained in any document furnished at any time under or in connection herewith or therewithSection 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 shall be true and correct in all material respects on at and as of the date time of the making of such Credit ExtensionLoan, at the time of acceptance or purchase of such Bankers’ Acceptance, or at the time of issuance, extension or renewal of such Letter of Credit, as applicable, with the same effect as if made at and as of that time (except (i) to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties specifically refer relate expressly and solely to an earlier date).
(b) The Borrowers shall have performed and complied with all terms and conditions required by Article II, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereofapplicable, and (iii) for purposes of this Section 4.02, and there shall exist no Default or Event of Default or condition which would result in a Default or an Event of Default upon consummation of such Loan, or the representations acceptance and warranties contained in clauses (a) and (b) purchase of Section 5.05 shall be deemed to refer to such Bankers’ Acceptance, or the most recent statements furnished pursuant to clauses (a) and (b)issuance, respectively, extension or renewal of Section 6.01; provided, thatsuch Letter of Credit, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116
(c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request request for a Loan, or for the acceptance or purchase of a Bankers’ Acceptance, or for the issuance, extension or renewal of a Letter of Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty constitute certification by the Borrowers that the conditions specified in Sections 4.02(a)this Section 4.02(b) will be duly satisfied on the date of such Loan, (b)on the date of such acceptance or purchase, or on the date of such issuance, extension or renewal, as applicable.
(c) No Change in Law shall have occurred as a consequence of which it shall have become and continue to be unlawful for (i) the first Loan to be made or the first Bankers’ Acceptance to be accepted and purchased hereunder or the first Letter of Credit to be issued, renewed or extended hereunder only, or for any applicable Lender or any applicable L/C Issuer to perform any of its agreements or obligations under any of the Loan Documents to which it is a party, or (ii) for any Borrower to perform any of its respective agreements or obligations under any of the Loan Documents.
(d) The Borrower(s) shall have delivered to the applicable Agent(s) or the applicable L/C Issuer, as applicable, a Request for Credit Extension and any other documentation required to be delivered hereunder in connection with such Loan, such Bankers’ Acceptance or such Letter of Credit, as applicable.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in the general availability of such Alternative Currency as legal tender customarily used in the applicable jurisdiction which in the reasonable opinion of the Agents or the Required U.K. Lenders or the Required Canadian Lenders (as applicable, in the case of any Loans to be denominated in an Alternative Currency) would make it impossible or impracticable for such Credit Extension to be denominated in such Alternative Currency.
(f) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.18 to the designation of such Borrower as a Designated Borrower shall have been satisfied on and as of met to the date satisfaction of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article VArticle V or in 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they shall be true and correct in all respects in accordance with the terms thereofrespects, and (iii) for purposes of this Section 4.024.024.02, the representations and warranties contained in clauses subsections (aa)(a) and (bb)(b) of Section 5.05 5.065.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof6.046.04;
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and or would result immediately after giving effect to such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116;
(c) the Administrative The Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no No Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type Type, or a continuation of LIBO Rate Loans) submitted by the Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db)4.02(a)and (b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 4.024.02 are for the sole benefit of the Credit Parties but Agent, Lenders, L/C Issuer, and Swing Line Lender but, until the Required Lenders otherwise direct the Administrative Agent to cease making Committed LoansRevolving Loans and direct the L/C Issuer to cease issuing Letters of Credit, the Revolving Lenders will fund their Applicable Percentage of all Committed Revolving Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IVArticle IV, are agreed to by the Administrative Agent, provided, thathowever, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IVArticle IV on any future occasion or a waiver of any rights of or the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension after the initial Credit Extension on the Restatement Effective Date (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of LIBO Rate LoansLoans and other than a Request for Credit Extension on the Restatement Effective Date (which shall be subject to Section 4.01) and of each LC L/C Issuer to issue each Letter of Credit after the initial L/C Credit Extensions requested on the Restatement Effective Date is in each case subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer L/C Issuers or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Revolving Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, ; provided, thathowever, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply. Notwithstanding anything in this Section 4.02 and in Section 2.15(II) to the contrary, to the extent that the proceeds of Additional FILO Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Additional FILO Loan shall be (i) the conditions precedent set forth in subclauses (ii) through (viii) of Section 2.15(II)(e), (ii) that the Specified Representations and the Specified Acquisition Agreement Representations with respect to the target of such Permitted Acquisition or Investment permitted hereunder shall be true and correct and (iii) no Event of Default under Section 8.01(a)(i), (a)(ii), (f) or (g) shall have occurred and be continuing or would result therefrom (collectively, the “Certain Funds Provision”).
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Conditions to all Credit Extensions. The obligations of the applicable Lenders to make any Loans, the obligation of the Canadian Lenders to accept or purchase any Bankers’ Acceptance, and the obligation of any L/C Issuer to issue, extend or renew any Letter of Credit, in each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion case, at the time of Committed Loans and subsequent to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit Closing Date is subject to the following conditions precedent:
(a) Each of the representations and warranties of each other Loan Party contained in Article V or any other Loan DocumentSection 5.01, or which are contained in any document furnished at any time under or in connection herewith or therewithSection 5.02, Section 5.06(a), Section 5.09, Section 5.10, Section 5.17, Section 5.18, and Section 5.21 shall be true and correct in all material respects on at and as of the date time of the making of such Credit ExtensionLoan, at the time of acceptance or purchase of such Bankers’ Acceptance, or at the time of issuance, extension or renewal of such Letter of Credit, as applicable, with the same effect as if made at and as of that time (except (i) to the extent of changes resulting from transactions contemplated or permitted by this Agreement and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse to the business, assets or financial condition of Ryder and its Consolidated Subsidiaries, taken as a whole, or to the extent that such representations and warranties specifically refer relate expressly and solely to an earlier date).
(b) The Borrowers shall have performed and complied with all terms and conditions required by Article II, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereofapplicable, and (iii) for purposes of this Section 4.02, and there shall exist no Default or Event of Default or condition which would result in a Default or an Event of Default upon consummation of such Loan, or the representations acceptance and warranties contained in clauses (a) and (b) purchase of Section 5.05 shall be deemed to refer to such Bankers’ Acceptance, or the most recent statements furnished pursuant to clauses (a) and (b)issuance, respectively, extension or renewal of Section 6.01; provided, thatsuch Letter of Credit, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116
(c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request request for a Loan, or for the acceptance or purchase of a Bankers’ Acceptance, or for the issuance, extension or renewal of a Letter of Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty constitute certification by the Borrowers that the conditions specified in Sections 4.02(a)this Section 4.02(b) will be duly satisfied on the date of such Loan, (b)on the date of such acceptance or purchase, or on the date of such issuance, extension or renewal, as applicable.
(c) No Change in Law shall have occurred as a consequence of which it shall have become and continue to be unlawful for (i) the first Loan to be made or the first Bankers’ Acceptance to be accepted and purchased hereunder or the first Letter of Credit to be issued, renewed or extended hereunder only, or for any applicable Lender or any applicable L/C Issuer to perform any of its agreements or obligations under any of the Loan Documents to which it is a party, or (ii) for any Borrower to perform any of its respective agreements or obligations under any of the Loan Documents.
(d) The Borrower(s) shall have delivered to the applicable Agent(s) or the applicable L/C Issuer, as applicable, a Request for Credit Extension and any other documentation required to be delivered hereunder in connection with such Loan, such Bankers’ Acceptance or such Letter of Credit, as applicable.
(e) In the case of a Credit Extension to be denominated in Canadian Dollars, there shall not have occurred any change in the general availability of Canadian Dollars as legal tender customarily used in the applicable jurisdiction which in the reasonable opinion of the Canadian Agent or the Required Canadian Lenders (as applicable, in the case of any Loans to be denominated in Canadian Dollars) would make it impossible or impracticable for such Credit Extension to be denominated in Canadian Dollars.
(f) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.18 to the designation of such Borrower as a Designated Borrower shall have been satisfied on and as of met to the date satisfaction of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date (ii) in the case of any unless such representation and warranty qualified by is subject to a materiality or Material Adverse Effect (or words of similar import), they shall qualifier in which case it will be true and correct in all respects respects) on and as of the date of such Credit Extension, it being understood and agreed that any violation of any covenant contained in accordance Section 7.08 shall be deemed material such that any representation with the terms thereofrespect to compliance therewith shall be deemed material in any event, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit Extension, Default shall exist and be continuing either prior to or after giving effect to such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC any L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Highwoods Realty LTD Partnership)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Term SOFR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) In the case of an L/C Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.
(e) There shall be no Overadvance shall result from impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such Credit Extensionrights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Term SOFR Loans) submitted by the Borrowers and each Swing Line Borrowing pursuant to an Autoborrow Agreement shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Conversion of Committed Loans to the other Type, or a continuation of LIBO LIBOR Rate Loans, Euribor Rate Loans and BA Equivalent Loans) and of each LC L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent or the Canadian Agent, if applicable, and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance After giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, Excess Availability shall result from such Credit Extensionbe greater than zero. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of a Committed Loans Loan to the other another Type of Committed Loan or a continuation of LIBO LIBOR Rate Loans, BA Equivalent Loans or Euribor Rate Loans) submitted by the Borrowers Parent or the Canadian Borrower, as applicable, shall be deemed to be a representation and warranty by the Domestic Borrowers or the Canadian Borrower or the Foreign Borrower, as applicable, that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but unless and until the Required Lenders otherwise direct the Administrative Agent and the Canadian Agent (in accordance with the terms of this Agreement) to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans that are requested by the Parent or the Canadian Borrower, as applicable, of all L/C Advances required to be made hereunder and participate in all Swing Line Loans and Letters of Credit whenever made or issuedissued in accordance with the provisions of this Agreement, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent or the Canadian Agent, provided, as applicable; provided that, the making of any such Loans or the issuance of any Letters of Credit in the event the provisions of this Article IV are not complied with shall not be deemed to be a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Term SOFR Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other the Loan Party Parties contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththis Agreement, shall be true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such 4887-6582-6072 v.11 Credit Extension, except (i) to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided.
(b) No Default (or, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of Revolving Credit Loans to be made in connection with any representation and warranty qualified by materiality Unreimbursed Amount, no Event of Default) shall exist, or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) the The Administrative Agent and, if applicable, the applicable LC an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from Any Co-Borrower requesting to receive such Credit ExtensionExtension that has not previously executed and delivered a Co-Borrower Joinder Agreement, or that has previously been released as a Co-Borrower pursuant to Section 6.12 hereof, shall have executed and delivered a Co-Borrower Joinder Agreement, such other documents, instruments and agreements as may be reasonably required by Administrative Agent to evidence such Co-Borrower’s obligations hereunder in respect of the applicable Facilities, and such Notes as may be requested by the Lenders. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Term SOFR Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Fifth Amended and Restated Credit Agreement (Cousins Properties Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they shall be true and correct in all respects in accordance with the terms thereofrespects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extensionno Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116;
(c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and;
(d) no event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred;
(e) no Overadvance shall result from such Credit ExtensionExtension (other than a Permitted Overadvance); and
(f) the Administrative Agent shall have received a Borrowing Base Certificate, certified as complete and correct by a Responsible Officer of the Lead Borrower as of the close of business on the immediately preceding Fiscal Month. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties Parties, but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of or the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Stein Mart Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) The representations, warranties and certifications of or on behalf of the representations and warranties of each other Loan Party Parties contained in Article V or any other Loan DocumentDocument (excluding, in the case of the initial Credit Extension hereunder on the Closing Date, the representation and warranty contained in Section 5.05(d)), or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension (in each case both before and after giving effect thereto), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) and (Bb) in only shall be deemed to refer to the case of any representation most recent statements furnished pursuant to Sections 6.01(a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault has occurred and is continuing, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance Solely with respect to the third Term Borrowing (or the first or second Term Borrowing, if the entire amount of the Term Facility is drawn as a part of such Borrowing), the Borrower shall result have provided the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent of the prior or concurrent redemption, repurchase, retirement or defeasance of all the Existing Notes (including, but not limited to, confirmation from such Credit Extensionthe trustee under the Existing Indenture that all the obligations of the Company and each of its subsidiary guarantors under the Existing Indenture have been terminated) or evidence that a majority of the Existing Notes have been purchased pursuant to the Debt Tender Offer. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: First Lien Senior Secured Credit Agreement (WII Components, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Credit Parties contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Credit ExtensionExtension (other than the representation in Section 5.18, which shall be made only as of the Closing Date), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of No Default shall exist on the date of such Request for Credit Extension, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency (or in a currency other than an Alternative Currency pursuant to Section 2.05), there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of (i) the Administrative Agent, the Required Revolving Lenders (in the case of any Revolving Loans to be denominated in an Alternative Currency), (ii) the applicable Revolving Lenders (in the case of any Negotiated Rate Loans to be denominated in a currency other than Dollars) or (iii) the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), would make it impracticable for such Committed Borrowing, Negotiated Rate Loan or L/C Credit ExtensionExtension to be denominated in the relevant Alternative Currency (or in such currency other than an Alternative Currency pursuant to Section 2.05). Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Parent Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Borrower contained in Article V 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 in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date(or, (ii) in if the case of any applicable representation and warranty qualified by is already subject to a materiality or Material Adverse Effect (or words of similar import)standard, they shall be true and correct in all respects in accordance with the terms thereofrespects) as of such earlier date, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) Except with respect to any Nonsignificant Subsidiary, there shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed.
(d) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such the proposed Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and or warranty that is already by its terms qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct in all respects in accordance with the terms thereof, as of such date after giving effect to such qualification and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from such After giving effect to the proposed Credit Extension, Availability shall be greater than or equal to $0 (it being understood and agreed that for purposes of calculating Availability with respect to any Revolving Credit Borrowing, Swing Line Loan Borrowing or Competitive Borrowing all or a portion of the proceeds of which are to be used (and are actually used) within thirty (30) days following receipt thereof to make one or more Reserve-Related Expenditures, the Empire Reserve shall not include the amount of such Reserve-Related Expenditures that are to be made (and are actually made) within such thirty (30) day period from the proceeds of such Revolving Credit Borrowing, Swing Line Loan Borrowing or Competitive Borrowing, applicable). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer and Support Provider to honor any Request for Credit Extension (other than or provide a Committed Loan Notice requesting only a conversion of Committed Loans to Support Agreement), whether on the other TypeClosing Date or at any time thereafter, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V 5 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 (i) if such date is the Closing Date, on and as of such date and (ii) otherwise, in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extensiondate, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of Default shall exist, or would result from such Request for proposed Credit Extension, and after .
(c) After giving effect to such proposed Credit Extension Extension, (i) the total Revolving Exposures shall not exceed the total Revolving Commitments and to (ii) the application of Loan Parties shall be in compliance on a Pro Forma Basis with the proceeds thereof, no Default shall exist (other than, as of financial covenants set forth in Article 8 computed using the Closing Date, any default arising from covenant levels and financial information for the inaccuracy of representations and warranties most recently ended quarter for which are not Specified Representations); 116information is available.
(cd) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer (or the Swing Line Lender Support Provider, as the case may be) shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) The obligation of each Revolving Lender holding a Revolving Commitment to honor a Loan Notice for a Borrowing of a Revolving Loan to finance a Permitted Acquisition or fees and transaction costs associated with such Permitted Acquisitions is further subject to receipt by the Administrative Agent of a certificate of the Borrower Representative’s chief financial officer, in form, substance and detail satisfactory to Administrative Agent, demonstrating that the Consolidated Total Leverage Ratio on the date of such Borrowing does not exceed 2.70 to 1.00 calculated on a Pro Forma Basis after giving effect to such Borrowing and related Permitted Acquisition and using the financial information for the most recently ended quarter for which information is available.
(f) The obligation of each Term Loan Lender holding a Delayed — Draw Term Loan Commitment to honor a Loan Notice for a Borrowing of a Delayed — Draw Term Loan is further subject to:
(i) No Loan Notice for a Borrowing of a Delayed — Draw Term Loan may be requested at any time after the second anniversary of the Closing Date, and no Overadvance Lender shall result from have any obligation to honor a request for such Credit ExtensionBorrowing after such date.
(ii) Evidence satisfactory to Administrative Agent that the requirements for a “Permitted Acquisition” have been satisfied.
(iii) Receipt by the Administrative Agent of a certificate of the Borrower Representative’s chief financial officer, in form, substance and detail satisfactory to Administrative Agent, demonstrating that the Consolidated Total Leverage Ratio on the date of such Borrowing does not exceed 2.70 to 1.00 calculated on a Pro Forma Basis after giving effect to such Borrowing and related Permitted Acquisition and using the financial information for the most recently ended quarter for which information is available. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower Representative shall be deemed to be a representation and warranty by the Borrowers Loan Parties that the conditions specified in Sections 4.02(a), (b), (c) and (d) Section 4.02 have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender or L/C Issuer, as the case may be, to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate LIBOR Loans) and each LC Issuer to issue each Letter of Credit is subject to the satisfaction or waiver of the conditions in Section 3.01 and the following additional conditions precedent:
(a) Each of the representations and warranties of each other the Loan Party contained Parties set forth in Article V or any other the Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects respects, in each case on and as of the such date as if made on and as of such Credit Extensiondate, except (i) provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of ; provided further that any representation and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct (after giving effect to any qualification therein) in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that on such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;respective dates.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Swingline Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from After giving effect to such proposed Credit Extension, (i) the Total Revolving Outstandings (other than any Overadvances and Protective Advances to the extent permitted hereunder) shall not exceed the Line Cap then in effect, and (ii) the Total Revolving Outstandings shall not exceed the Revolving Credit Maximum Amount (except to the extent consented to by all Lenders in accordance with Section 2.02(h)). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate LIBOR Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the applicable conditions specified in Sections 4.02(a)3.02(a) and, if applicable, (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation obligations of each Lender to honor the which case, such Major Representations shall have been true and correct in all material respects Borrowing Date (except for Initial Funding Date Representations that are already qualified by materiality or on the Initial Funding Date, Delayed Draw Funding Date or on the Borrowing Date under any Request for Credit all Incremental Loan Assumption Agreement, Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Amendment or a continuation of LIBO Rate LoansRefinancing Amendment) and each LC Issuer to issue each Letter of Credit is are subject to the satisfaction of the following conditions precedent:
conditions: such earlier date); provided that to the extent any of the Specified Acquisition Agreement (a) (i) (x) in the case of any Revolving Credit Borrowing proposed to be made after the Initial Funding Date but prior to the Closing Date, (1) the representations and warranties made by such representations and warranties made or to be made on, or as of, the Initial Funding Date. the Borrower set forth in Sections 3.14, 3.24(a) and the second sentence of Section 3.25 (in the case of Section 3.24(a) and 3.25 solely with respect to the use of the proceeds of such Revolving (i) The Borrower and Parent Guarantor shall have duly executed the (i) Facility Credit Borrowing), be true and correct in all material respects (except that this materiality qualifier Guaranty, (ii) the U.S. Pledge and Security Agreement and (iii) the Closing Date Intercreditor shall not be applicable to any representation or warranty that is already qualified by materiality or Agreement. Material Adverse Effect made on and as of such date, except to the extent such representations and warranties expressly (j) Since the date of the Acquisition Agreement, there shall not have occurred any relate to an earlier date, in which case such representations and warranties shall be true and correct Effect (as defined in the Acquisition Agreement) that, individually, or in the aggregate, has had a in all material respects (except that this materiality qualifier shall not be applicable to any Company Material Adverse Effect (as defined in the Acquisition Agreement) that would result in representation or warranty that is alre Material Adverse Effect the failure of a condition precedent to the obligations of the Borrower and/or the Parent Guarantor on and as of such earlier date, (2) the condition set forth in Section 4.02(f) is satisfied on and as of to consummate the Acquisition under the Acquisition Agreement or that would give the Borrower the date of such Borrowing and (y) in the case of any other Credit Extension, the representations or the Parent Guarantor the right (taking into account any notice and cure provisions) to terminate and warranties set forth in Article III and in each other Loan Party contained Document shall be true and correct its obligations pursuant to the terms in Article V or the Acquisition Agreement. in all material respects (except that this materiality qualifier shall not be applicable to any other Loan DocumentMaterial Adverse Effect (k) In addition to the conditions specified in this Section 4.02, or if the Initial Funding on and as of the date of such Borrowing with the same effect as though made on and as of such Date occurs on the Closing Date, the following conditions shall also apply: date, except to the extent such representations and warranties expressly relate to an earlier date, in which are contained in any document furnished at any time under or in connection herewith or therewith, case such representations and warranties shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) The Existing Facilities Refinancing shall have been consummated prior (except that this materiality qualifier shall not be applicable to the extent any representation or warranty that such representations and warranties specifically refer to an earlier dateto, in which case they or shall be true made or consummated concurrently with, the initial Borrowing on the Material Adverse Effect Initial Funding Date. and correct in all material respects as of such earlier date, (ii) other than in the case of any representation Revolving Credit Borrowing proposed to be made after the Initial Funding Date and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed prior to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations no Default shall be true exist or would result from such (ii) All fees and correct in all material respects except expenses (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)expenses, they shall be true and correct in all respects in accordance with to the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to such extent invoiced at proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of therefrom. least three Business Days prior to the Closing Date, Date but excluding any default arising from the inaccuracy of representations legal fees and warranties which are not Specified Representations); 116
expenses (c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted except as otherwise reasonably agreed by the Borrowers shall be deemed Borrower)) required to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.paid 128 129 76797407_14 76797407_14 EU-DOCS\25892879.17 EU-DOCS\25892879.17
Appears in 1 contract
Samples: Credit Agreement (Sothebys)
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the a. The representations and warranties of the Borrower and each other Loan Party contained in Article V VI 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 in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty unless already qualified by materiality or Material Adverse Effect (or words of similar import)Effect, in which case they shall be true and correct in all respects in accordance with the terms thereofrespects) as of such earlier date, and (iii) except that for purposes of this Section 4.025.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided7.01.
b. Prior to a Borrowing Base Termination Event, that, as of the Closing Date, only Administrative Agent shall have received a Borrowing Base Compliance Certificate evidencing that the Specified Representations shall be true and correct Borrower is in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance compliance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and Borrowing Base on a pro forma basis after giving effect to the requested Credit Extension and the incurrence and payment of other Indebtedness since the end of the last fiscal quarter.
c. No Default shall exist, or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the d. The Administrative Agent and, if applicable, the applicable LC L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a5.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.)
Conditions to all Credit Extensions. The obligation obligations of each Lender the Lenders to honor make Credit Extensions hereunder on any Request for Credit Extension date (each, a “Borrowing Date”) (other than a Committed Loan Notice requesting only a conversion of Committed Loans to on the other TypeFunding Date, the Closing Date, or a continuation of LIBO Rate Loansany Incremental Facility Closing Date) and each LC Issuer to issue each Letter of Credit is are subject to the satisfaction of the following conditions precedentconditions:
(a) (i) (x) in the case of any Revolving Credit Borrowing proposed to be made after the Funding Date but prior to the Closing Date, (1) the representations and warranties made by (A) the Borrower set forth in Sections 3.14, 3.26(a) and the second sentence of Section 3.27 (in the case of Section 3.26(a) and 3.27 solely with respect to the use of the proceeds of such Revolving Credit Borrowing) and (B) the Escrow Guarantor set forth in Section 2.5 of the Escrow Guarantee Agreement shall, in each other Loan Party contained case, be true and correct in Article V all material respects (except that this materiality qualifier shall not be applicable to any representation or any other Loan Documentwarranty that is already qualified by materiality or “Material Adverse Effect”), or on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which are contained in any document furnished at any time under or in connection herewith or therewith, case such representations and warranties shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such earlier date, (2) the Escrow Guarantee Agreement remains in full force and effect and (3) the condition set forth in Section 4.04(a) is satisfied on and as of the date of such Borrowing and (y) in the case of any other Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, set forth in which case they Article III and in each other Loan Document shall be true and correct in all material respects as of such earlier date, (ii) in the case of except that this materiality qualifier shall not be applicable to any representation and or warranty that is already qualified by materiality or “Material Adverse Effect (or words of similar importEffect”), they shall be true on and correct in all respects in accordance as of the date of such Borrowing with the terms thereofsame effect as though made on and as of such date, and (iii) for purposes of this Section 4.02, except to the extent such representations and warranties contained expressly relate to an earlier date, in clauses (a) which case such representations and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations warranties shall be true and correct in all material respects (except (A) that this materiality qualifier shall not be applicable to the extent any representation or warranty that such representations is already qualified by materiality or “Material Adverse Effect”), on and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date and (Bii) other than in the case of any representation Revolving Credit Borrowing proposed to be made after the Funding Date and warranty qualified by materiality prior to the Closing Date, no Default shall exist or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(cb) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extensionas required by Article II. Each Request for Credit Extension (other than a Committed Loan Notice Borrowing Request requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Eurodollar Loans) submitted by the Borrowers Borrower after the Funding Date shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.03(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth For avoidance of doubt, no condition contained in this Section 4.02 4.03 shall apply to the release of Loan Escrowed Proceeds on the date upon which the conditions contained in Section 4.04 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complysatisfied.
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate LoansLoans or Alternative Currency Term Rate Loans or (ii) and each LC Issuer a Committed Loan Notice requesting a Borrowing of the Limited Conditionality Portion on the Closing Date (which in the case of this clause (ii), shall still be subject solely to issue each Letter of Credit the condition precedent in Section 4.03(c))) is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V or any (other than Sections 5.05(c) and 5.06) and in each 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 in all material respects (without duplication of any materiality qualification included in the terms of any such representation or warranty) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualification included in the terms of any such representation or warranty) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.024.03, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and or after giving effect Pro Forma Effect to such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116would result.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Applicant Borrower is to be a Designated Borrower, then the conditions of Section 2.14 to the designation of such Applicant Borrower as a Designated Borrower shall result from have been met to the reasonable satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Tranche 1 Lenders (in the case of any Tranche 1 Loans to be denominated in an Alternative Currency), the Required Tranche 2 Lenders (in the case of any Tranche 2 Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate LoansLoans and (ii) a Committed Loan Notice requesting a Borrowing of the Limited Conditionality Portion on the Closing Date (which in the case of this clause (ii), shall be subject solely to the condition precedent in Section 4.03(c))) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.03(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Discovery, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V VI 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (Ba) in and (b) of Section 6.05 shall be deemed to refer to the case of any representation most recent statements furnished pursuant to clauses (a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of Section 7.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from, such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) There shall not have been commenced against any Company an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed.
(d) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(aSection 5.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Biltmore Surgery Center Holdings Inc)
Conditions to all Credit Extensions. The obligation obligations of each Lender the Lenders to honor make Credit Extensions hereunder on any Request for Credit Extension date (each, a “Borrowing Date”) (other than a Committed on the Funding Date or on the Borrowing Date under any Incremental Loan Notice requesting only a conversion of Committed Loans to the other TypeAssumption Agreement, Extension Amendment or a continuation of LIBO Rate LoansRefinancing Amendment) and each LC Issuer to issue each Letter of Credit is are subject to the satisfaction of the following conditions precedentconditions:
(a) (i) (x) in the case of any Revolving Credit Borrowing proposed to be made after the Funding Date but prior to the Closing Date, (1) the representations and warranties made by (A) the Borrower set forth in Sections 3.14, 3.24(a) and the second sentence of Section 3.25 (in the case of Section 3.24(a) and 3.25 solely with respect to the use of the proceeds of such Revolving Credit Borrowing) and (B) the Loan Escrow Guarantor set forth in Section 2.5 of the Loan Escrow Guarantee Agreement shall, in each other Loan Party contained case, be true and correct in Article V all material respects (except that this materiality qualifier shall not be applicable to any representation or any other Loan Documentwarranty that is already qualified by materiality or “Material Adverse Effect”), or on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which are contained in any document furnished at any time under or in connection herewith or therewith, case such representations and warranties shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such earlier date, (2) the Loan Escrow Guarantee Agreement remains in full force and effect and (3) the condition set forth in Section 4.02(f) is satisfied on and as of the date of such Borrowing and (y) in the case of any other Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, set forth in which case they Article III and in each other Loan Document shall be true and correct in all material respects as of such earlier date, (ii) in the case of except that this materiality qualifier shall not be applicable to any representation and or warranty that is already qualified by materiality or “Material Adverse Effect (or words of similar importEffect”), they shall be true on and correct in all respects in accordance as of the date of such Borrowing with the terms thereofsame effect as though made on and as of such date, and (iii) for purposes of this Section 4.02, except to the extent such representations and warranties contained expressly relate to an earlier date, in clauses (a) which case such representations and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations warranties shall be true and correct in all material respects (except (A) that this materiality qualifier shall not be applicable to the extent any representation or warranty that such representations is already qualified by materiality or “Material Adverse Effect”), on and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date and (Bii) other than in the case of any representation Revolving Credit Borrowing proposed to be made after the Funding Date and warranty qualified by materiality prior to the Closing Date, no Default shall exist or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(cb) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extensionas required by Article II. Each Request for Credit Extension (other than a Committed Loan Notice Borrowing Request requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Eurodollar Loans) submitted by the Borrowers Borrower after the Funding Date pursuant to this Section 4.03 shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.03(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension Loan Notice (other than (x) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate LoansTerm SOFR Loans and (y) and each LC Issuer to issue each Letter a Credit Extension of Credit Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to the satisfaction of each of the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects (except to the extent that any representation and warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date (ii) in except to the case of extent that any representation and warranty as of such earlier date is already qualified by materiality or Material Adverse Effect (or words of similar import), they in which case such representation and warranty shall be true and correct in all respects in accordance with the terms thereofas of such earlier date), and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension Loan Notice in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate LoansType) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each LIBOR Loans or a Letter of Credit Application requesting only a conversion of a Secured Letter of Credit issued for the account of the Borrower to an Unsecured Letter of Credit) is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Credit Party contained in Article ARTICLE V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith which are qualified as to materiality shall be true and correct, and the representations and warranties which are not qualified as to materiality shall be true and correct in all material respects respects, in each case on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.024.2, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;6.1.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) With respect to any Revolving Borrowing, the limitation of amounts set forth in Section 2.1 will not be exceeded immediately after giving effect thereto.
(d) With respect to any L/C Extension, the limitation on amounts set forth in Section 2.3(a) will not be exceeded immediately after giving effect thereto and the applicable conditions in Section 2.3(a) and Section 2.3(b) will have been satisfied.
(e) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(df) no Overadvance shall result from such HCNL may not make any Request for Credit Extension, and the L/C Issuer shall have no obligation to honor any such Request for Credit Extension, until HCNL has delivered to the Administrative Agent all items specified to be delivered by each Credit Party in Section 4.1(a) (including, for purposes of clarification, a favorable opinion of counsel addressed to the Administrative Agent and each Lender, as to the matters concerning HCNL and the Loan Documents as the Required Lenders may reasonably request), all such items to be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of LIBO Rate LIBOR Loans) submitted by the Borrowers any Credit Party shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (cSection 4.2(a) and (dthrough Section 4.2(d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.024.03, the representations and warranties contained in clauses (aSections 5.01(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from, such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed.
(d) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Administrative Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a4.03(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than including any such Request for a Committed Loan Notice requesting only a conversion of Committed Loans to Credit Extension on the other Type, or a continuation of LIBO Rate LoansClosing Date) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrower contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document required to be furnished at any time under or in connection herewith or therewiththereunder, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)except that, they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.024.02 following the Closing Date, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, provided that, as of the Closing Datein each case, only the Specified Representations such materiality qualifier shall not be true and correct in all material respects except (A) applicable to the extent that such any representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty that already are qualified or modified by materiality or by a reference to a Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms text thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result immediately, from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from As of the close of business on the Business Day immediately preceding the date of such Credit Extension, Market Capitalization shall be no less than the Minimum Market Capitalization Amount.
(e) As of the date of such Credit Extension, after giving effect thereto and the use of proceeds thereof, Liquidity shall be no less than $150,000,000; provided that, for purposes of the foregoing calculation, the proceeds of such Credit Extension shall not constitute Liquidity.
(f) As of the date of such Credit Extension, (i) the Borrower shall be party to an “at-the-market” program (with respect to which the agent or trustee, as the case may be, is reasonably acceptable to the Administrative Agent) that authorizes the Borrower to sell newly issued common stock of the Borrower with market value of at least 150% of the sum of (x) the principal amount of Revolving Loans then outstanding plus (y) the principal amount of the requested Credit Extension (a “Qualified ATM Program”) and (ii) the board of directors of the Borrower shall have duly adopted resolutions (which have not been revoked or rescinded and remain in full force and effect as of the date of such Credit Extension) authorizing and directing the management of the Borrower to use such Qualified ATM Program to sell newly issued shares of common stock of the Borrower with market value of no less than the principal amount of the requested Credit Extension (plus the principal amount of any Revolving Loans then outstanding). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections Section 4.02(a), (b), (cd), (e) and (df) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than pursuant to (x) a Revolving Committed Loan Notice, a New Vehicle Committed Loan Notice or a Used Vehicle Committed Loan Notice, in each case requesting only a conversion of Committed Loans to the other Type, (y) a Payment Commitment, or (z) a continuation of LIBO Rate LoansPayoff Letter Commitment) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Company and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided.
(i) In the case of Revolving Borrowings, that(x) no Revolving Default or Revolving Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof and (y) the proceeds of such Revolving Borrowing shall be used solely for (1) reimbursement of Letters of Credit in accordance with Section 2.03 and refinancing of Swing Line Loans in accordance with Section 2.04, (2) ordinary course of business expenditures (including without limitation scheduled payments of interest on Indenture Indebtedness), and in any event (except as described in the parenthetical in clause (2) above), not for the repayment of Indebtedness except for regularly scheduled payments of principal and interest (or regularly scheduled payments of rent deemed to be principal and interest) (and regularly scheduled payments of interest (but not termination or unwind payments) on the applicable Related Swap Contract(s) that relate to any Indebtedness described in clause (A), (B) or (C) below) on: (A) Permitted Real Estate Indebtedness, (B) Indebtedness owed to Falcon Financial Corp., or an affiliate, successor or assign thereof (any such Person, a “Falcon Party”), which Indebtedness is identified as “Falcon Financial Corp.” on Schedule 7.03 as of the Closing DateDate (such Indebtedness, only the Specified Representations shall be true “Falcon Indebtedness”) and correct in all material respects except (AC) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datecapital leases, and (B3) prepayments, payments or open market purchases of the 2002-5.25% Indenture Notes on or prior to May 7, 2009 in connection with the 2002-5.25% Indenture Notes Restructure in an aggregate amount not to exceed $15,000,000, and (ii) in the case of any representation New Vehicle Floorplan Borrowings and warranty qualified by materiality Used Vehicle Floorplan Borrowings, (A) no Floorplan Event of Default shall exist, or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or the application of the proceeds thereof, with respect to the Company or the New Vehicle Borrower that is requesting the Borrowing, (B) no Floorplan Event of Default under Section 8.03(b) shall exist, (C) no Floorplan Event of Default under Section 8.03(d) or (e) shall exist with respect to the Company, and (D) no Floorplan Event of Default under any other than, as subsection of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Section 8.03 has continued for sixty (60) days or more.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer L/C Issuer, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of Revolving Borrowings, the Total Revolving Outstandings after giving effect to such Request for Credit Extension shall result from not exceed the Revolving Advance Limit on such date.
(e) In the case of Used Vehicle Floorplan Borrowings, the Total Used Vehicle Floorplan Outstandings after giving effect to such Request for Credit ExtensionExtensions shall not exceed the Used Vehicle Borrowing Base on such date.
(f) If the applicable Borrower is a New Vehicle Borrower, then the conditions of Section 2.24 to the designation of such Borrower as a New Vehicle Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Revolving Committed Loan Notice a New Vehicle Committed Loan Notice or a Used Vehicle Committed Loan Notice, in each case requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate LoansType) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) Subject to Section 1.08 in the case of an Incremental Term Facility used to finance a Limited Condition Acquisition, the representations and warranties of each other Loan Party contained in Article V this Agreement 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 in all material respects (other than those representations and warranties that are expressly qualified by concepts of materiality or a Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation other than those representations and warranty warranties that are expressly qualified by concepts of materiality or a Material Adverse Effect (or words of similar import)Effect, they in which case such representations and warranties shall be true and correct in all respects in accordance with the terms thereof, and (iiirespects) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and .
(Bb) Subject to Section 1.08 in the case of any representation and warranty qualified by materiality an Incremental Term Facility used to finance a Limited Condition Acquisition, no Default shall exist, or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Health Insurance Innovations, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such the proposed Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and or warranty that is already by its terms qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct in all respects in accordance with the terms thereof, as of such date after giving effect to such qualification and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116;
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof;
(d) No Material Adverse Effect shall have occurred; and
(de) no Overadvance shall result from such After giving effect to the proposed Credit Extension, the Total Revolving Credit Outstandings shall not exceed the least of (i) the Borrowing Base Amount at such time, (ii) the Mortgageability Amount at such time and (iii) the Aggregate Commitments at such time. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (cd) and (de) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Corporate Property Associates 16 Global Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained herein and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension (except to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such date), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date (ii) in except to the case of extent that any representation and warranty is already qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they in which case, such representation and warranty shall be true and correct in all respects in accordance with the terms thereofas written as of such earlier date), and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsection (a) and (b) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the Administrative Agent The Administrator and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall result from have been met to the satisfaction of each Co-Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of each Co-Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault under this Agreement shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall result from have been met.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency; provided that, in such event, unless otherwise specified in the Request for Credit Extension, such Credit Extension shall be made in Dollars. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party (i) the Borrower contained in Article V or any and (ii) each Credit Party contained in each 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (Bb) in shall be deemed to refer to the case of most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that any representation and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct (after giving effect to any qualification therein) in all respects in accordance with the terms thereof;on such respective dates.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall have occurred and be continuing, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance Solely with respect to any Borrowing of Revolving Loans (but, for the avoidance of doubt, not in connection with any Letter of Credit), the aggregate amount of Unrestricted Cash and Cash Equivalents (excluding (i) any cash or Cash Equivalents of any Loan Party or Restricted Subsidiary constituting purchase price deposits held in escrow by a third party pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits, (ii) cash of any Loan Party or Restricted Subsidiary to be used by any Loan Party or Restricted Subsidiary within five (5) Business Days to pay the purchase price for any acquisition of any assets or property by any Loan Party or Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement and (iii) the Net Cash Proceeds of any Disposition or Extraordinary Receipt pending application thereof in accordance with Section 2.05(c)) of the Loan Parties and their Restricted Subsidiaries shall result from not exceed (x) $35,000,000 before giving effect to such Credit ExtensionBorrowing or (y) after giving effect to (a) such Borrowing and (b) the intended use of proceeds thereof to the extent such intended use of proceeds is for bona fide purposes (1) expected in good faith within 60 days following such Borrowing, (2) not prohibited under the terms of this Agreement and (3) not in connection with or in anticipation of any proceeding referenced in Section 8.01(f) or any financial restructuring of the liabilities of the Company and its Subsidiaries. Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The Notwithstanding anything to the contrary herein, conditions precedent with respect to any Credit Extension in respect of any Other Revolving Facility or Other Term Loans, Credit Agreement Refinancing Indebtedness or Extension shall be set forth under the applicable Section hereof governing such provisions and any Refinancing Amendment or other definitive documentation in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loansrespect thereof, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complyapplicable.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Eurodollar Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) With respect to the Credit Extensions made on the Closing Date, (i) the Specified Representations shall be true and correct in all material respects as of the Closing Date and after giving effect to the Transaction (it being understood and agreed that (x) any such Specified Representation that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects , and (y) to the extent that any such Specified Representation specifically refers to an earlier date, it shall be true and correct in all material respects (or all respects, as the case may be) as of such earlier date), and (ii) the Acquisition Agreement Representations shall be true and correct as of the Closing Date.
(b) With respect to Credit Extensions made after the Closing Date, the representations and warranties of the Borrower and each other Loan Party contained in Article V 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or all respects, as the case may be) as of such earlier date; provided, (ii) in the case of further that, any representation and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct in all respects in accordance with the terms thereof, and on such respective dates.
(iiic) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed With respect to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of Credit Extensions made after the Closing Date, only the Specified Representations no Default or Event of Default shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier dateexist, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(cd) the The Administrative Agent and, if applicable, the applicable LC relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) There shall be no Overadvance shall result from legal prohibition to the making of such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Eurodollar Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) (with respect to Credit Extensions on the Closing Date), (b) (with respect to Credit Extensions after the Closing Date), (c) (with respect to Credit Extensions after the Closing Date) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit an increase in the Aggregate Commitments in accordance with Section 2.14 is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Borrower contained in Article V 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 in all material respects on and as of the date of such Credit Extension, and any such Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, (ii) the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of 6.01 and (iii) the Closing Date, only the Specified Representations representations and warranties contained in Sections 5.05(c) and 5.06 shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) only as of the date of the initial Credit Extension and any such Request for Credit ExtensionIncrease Effective Date.
(b) No Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116or increase in Aggregate Commitments in accordance with Section 2.14.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension or the certificate referred to in Section 2.14(b) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) and certificate referred to in Section 2.14(b) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans Extension or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties Increase Effective Date, as a result of any such failure to complyapplicable.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of B&N and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) which are qualified by materiality shall be true and correct, and (ii) which are not qualified by materiality shall be true and correct in all material respects respects, in each case, on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, or true and correct in all material respects respects, as the case may be, as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent consolidated statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Co-Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Co-Borrower shall result from such Credit Extensionhave been met to the reasonable satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers B&N shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each the Lender to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained contained:
(i) in this Agreement (including Article V V), the Guaranty or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, the Pledge Agreement shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; providedand
(ii) in any other Loan Document, thator which are contained in any other document furnished at any time under or in connection herewith or therewith, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects (provided that to the extent any such representation or warranty is already qualified as to “materiality” or words to similar effect, the materiality qualifier of this clause (ii) shall be deemed not to apply) on and as of the date of such Credit Extension, except (A) to the extent that any such representations and warranties representation or warranty specifically refer refers to an earlier date, in which case they it shall be true and correct in all material respects deemed to be made as of such earlier specified date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) There has not occurred since June 28, 2009, any event or circumstance that either individually or in the Administrative Agent andaggregate has resulted in or could reasonably be expected to result in a material adverse change in, if applicableor a material adverse effect upon, the applicable LC Issuer operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Swing Line Borrower and its Subsidiaries taken as a whole.
(d) The Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance , and such Request for Credit Extension shall result from also certify that the Consolidated Leverage Ratio, determined on a pro forma basis after giving effect to the Credit Extension so requested, will be equal to or less than 2:00 to 1:00. For purposes of calculating the Consolidated Leverage Ratio in connection with a request for any such Credit Extension, (i) the Consolidated Funded Indebtedness shall be determined as of the date of such Credit Extension after giving effect on a pro forma basis to such Credit Extension and (ii) the Consolidated EBITDA shall be determined as of the last Fiscal Period for which financial statements have been delivered. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans a Loan to the other Type or a continuation of LIBO a Eurodollar Rate LoansLoan) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party (i) the Borrower contained in Article V or (excluding, however, Section 5.05(c) and Section 5.06 with respect to any Request for Credit Extension after the Closing Date) and contained in each 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 in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Pall Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans denominated in Dollars to the other another Type, or a continuation of LIBO Alternative Currency Term Rate Loans or Term SOFR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Credit Parties contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.14(b) and 5.16(a) and any representation and warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 5.14(b) and 5.16(a) and any representation and warranty that is qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of No Default shall exist on the date of such Request for Credit Extension, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from In the case of a Credit Extension to be denominated in an Alternative Currency, such Credit Extensioncurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type another Type, or a continuation of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the one or more Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of ), an Extension Notice in accordance with Section 2.22 or a request for Additional Credit Commitments in accordance with Section 2.21 is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except any Extension Notice and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that5.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as of to which the Closing Date, only Borrower has notified the Specified Representations shall be true and correct Administrative Agent in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;writing.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as extension of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Maturity Date in accordance with Section 2.22 or increase in Aggregate Commitments in accordance with Section 2.21.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension, the certificate referred to in Section 2.22(a) with respect to an Extension Notice or the certificate referred to in Section 2.21(d) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof; and.
(d) no Overadvance The Administrative Agent shall result from have received such Credit Extensionother approvals, opinions or documents as the Required Lenders, through the Administrative Agent, may reasonably request. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans), certificate referred to in Section 2.22(a) with respect to an Extension Notice and certificate referred to in Section 2.21(d) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage effective date of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans an Extension Notice or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties Increase Effective Date, as a result of any such failure to complyapplicable.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party (i) the Borrower contained in Article V or any and (ii) each Credit Party contained in each 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (Bb) in shall be deemed to refer to the case of most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; provided that any representation and warranty that is qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct (after giving effect to any qualification therein) in all respects in accordance with the terms thereof;on such respective dates.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall have occurred and be continuing, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the applicable Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance Solely with respect to any Borrowing of Revolving Loans (but, for the avoidance of doubt, not in connection with any Letter of Credit), the aggregate amount of Unrestricted Cash and Cash Equivalents (excluding (i) any cash or Cash Equivalents of any Loan Party or Restricted Subsidiary constituting purchase price deposits held in escrow by a third party pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits, (ii) cash of any Loan Party or Restricted Subsidiary to be used by any Loan Party or Restricted Subsidiary within five (5) Business Days to pay the purchase price for any acquisition of any assets or property by any Loan Party or Restricted Subsidiary pursuant to a binding and enforceable purchase and sale agreement and (iii) the Net Cash Proceeds of any Disposition or Extraordinary Receipt pending application thereof in accordance with Section 2.05(c)) of the Loan Parties and their Restricted Subsidiaries shall result from not exceed (x) $35,000,000 before giving effect to such Credit ExtensionBorrowing or (y) after giving effect to (a) such Borrowing and (b) the intended use of proceeds thereof to the extent such intended use of proceeds is for bona fide purposes (1) expected in good faith within 60 days following such Borrowing, (2) not prohibited under the terms of this Agreement and (3) not in connection with or in anticipation of any proceeding referenced in Section 8.01(f) or any financial restructuring of the liabilities of the Company and its Subsidiaries. Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The Notwithstanding anything to the contrary herein, conditions precedent with respect to any Credit Extension in respect of any Other Revolving Facility or Other Term Loans, Credit Agreement Refinancing Indebtedness or Extension shall be set forth under the applicable Section hereof governing such provisions and any Refinancing Amendment or other definitive documentation in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loansrespect thereof, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complyapplicable.
Appears in 1 contract
Samples: Credit Agreement
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Term SOFR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Credit Parties contained in Article V or any other Loan DocumentDocument shall be true and correct, in all material respects (unless already qualified by materiality or “Material Adverse Effect” in which are contained in any document furnished at any time under or in connection herewith or therewithcase, they shall be true and correct in all material respects respects), on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects as of such earlier date, (ii) in the case of any representation and warranty unless already qualified by materiality or “Material Adverse Effect (or words of similar import)Effect”, in which case, they shall be true and correct in all respects in accordance with the terms thereofrespects), as of such earlier date, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 Sections 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01; provided, that, as of solely in connection with any Credit Extension made after the Closing Effective Date, only this Section 4.02(a) shall not require the Specified Representations shall representations and warranties set forth in Section 5.05, Section 5.06 or Section 5.09 to be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct or in all material respects as of such earlier date, and (B) in the case of any representation and warranty if already qualified by materiality or “Material Adverse Effect (or words of similar import), they shall be true and correct Effect”) in all respects in accordance connection with the terms thereof;such Credit Extension.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist or be continuing, and after giving effect to or would result, from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Term SOFR Loans) submitted by the Borrowers a Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Atlassian Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party Borrower contained in Article V or any other Loan Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.09 shall be deemed to refer to the most recent statements furnished pursuant to clauses (Ba) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of Section 6.01
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender Applicable Issuing Party, shall have received a Request for Credit Extension in accordance with the requirements hereof. In the event such Credit Extension is pursuant to the Tranche A Commitments, such Borrower shall have delivered a Borrowing Base Certificate calculated as of the most recent Business Day.
(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders or the applicable Fronting Bank would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.
(e) In addition to satisfaction of the conditions in clauses (a) through (d), the obligation of each Lender to make its initial Credit Extension to AESIC, AREUL and ASIC is subject to the satisfaction of the conditions that:
(i) Such Designated Subsidiary Borrower shall have become a party to the Security Agreement and the Control Agreement ; and
(ii) if requested by the Administrative Agent, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent and each of the Lenders, from counsel to such Designated Subsidiary Borrower and, if such counsel is not licensed to practice in New York, an opinion of New York counsel), in form and substance reasonably satisfactory to the Administrative Agent regarding the creation and perfection of the security interest in the Collateral Account subject to the Security Agreement and such Control Agreement;
(f) In addition to satisfaction of the conditions in clauses (a) through (d), the obligation of each Lender to make its initial Credit Extension to a Designated Subsidiary Borrower (other than a Subsidiary who is a Designated Subsidiary Borrower on the Closing Date) is subject to the satisfaction of the conditions that the Administrative Agent shall have received the following:
(i) a Designated Subsidiary Borrower Request and Assumption Agreement executed by such Designated Subsidiary Borrower and the Parent Borrower;
(ii) a Security Agreement and Control Agreement executed by such Designated Subsidiary Borrower;
(iii) all documents as shall reasonably demonstrate the existence of such Designated Subsidiary Borrower, the corporate power and authority of such Designated Subsidiary Borrower to enter into, and the validity with respect to such Designated Subsidiary Borrower of, this Agreement and the other Credit Documents to which it is a party and the incumbency of officers executing the Credit Documents (including an opinion, addressed to the Administrative Agent and the Lenders, of counsel to such Designated Subsidiary Borrower and, if such counsel is not licensed to practice in New York, an opinion of New York counsel), in form and substance reasonably satisfactory to the Administrative Agent;
(iv) a certificate of a Responsible Officer of the Parent Borrower or such Designated Subsidiary Borrower either (A) attaching copies of all consents, licenses and approvals from a Governmental Authority required in connection with the execution, delivery and performance by such Designated Subsidiary Borrower and the validity against such Designated Subsidiary Borrower of the Credit Documents to which it is a party and confirming that such consents, licenses and approvals shall be in full force and effect, or (B) stating that no Overadvance such consents, licenses or approvals are so required;
(v) such corporate documents and other information as the Administrative Agent (or any Lender through the Administrative Agent) shall result reasonably request for purposes of the Patriot Act and/or such Lender’s “Know Your Client” requirements; and
(vi) if such Designated Subsidiary Borrower is a Foreign Obligor, no Lender shall be subject to any legal or regulatory requirement to be licensed to do business in the jurisdiction in which such Designated Subsidiary Borrower is organized in order to make Credit Extensions to such Designated Subsidiary Borrower or shall be otherwise prohibited from extending credit to such Credit ExtensionDesignated Subsidiary Borrower. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed LIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and of the Administrative Agent to endeavor to cause each LC L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that (i) such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) in the case of any representation and warranty such representations are qualified by materiality “materiality” or “Material Adverse Effect (or words of similar import)Effect”, in which case they shall be true and correct in all respects in accordance with the terms thereofrespects, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred.
(e) No Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed LIBO Rate Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, thathowever, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of or the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Hamilton Beach Brands Holding Co)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Committed Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties references to the Borrower’s financial statements contained in clauses subclauses (ai) and (bii) of Section 5.05 5.13(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (ab) and (ba), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;. CHAR\1352945v7
(b) as No Default shall exist, or would result from such proposed Credit Extension or from the application of the date of such Request for Credit Extension, and after proceeds thereof.
(c) After giving effect to such proposed Credit Extension and Extension, the Debt to EBITDDA Ratio as of such day shall not exceed the application of the proceeds thereof, no Default shall exist (other than, maximum Debt to EBITDDA Ratio then permitted by Section 7.01(a) as of the Closing Datelast day of the most-recently ended fiscal quarter (provided that for purposes of such calculation, any default arising from prior to receipt by the inaccuracy Administrative Agent of representations the Compliance Certificate for the fiscal quarter ending March 31, 2014, Consolidated EBITDDA shall be based on the forecasted Consolidated EBITDDA for the twelve month period ending on March 31, 2014, as delivered to the Administrative Agent and warranties which are not Specified Representationsthe Lenders on March 25, 2014); 116.
(cd) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Committed Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. .
(g) The conditions set forth in this following new Section 4.02 are for the sole benefit of 6.18 is hereby added to the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent Agreement to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties read as a result of any such failure to comply.follows:
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except that (iw) if a qualifier relating to materiality, Material Adverse Effect, Initial Funding Date Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iiiy) for purposes of this Section 4.024.03, the representations and warranties contained in clauses (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of 6.01 and (z) the Closing Date, only the Specified Representations shall be true and correct references to “Material Adverse Effect” in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they made by the Borrowers and the other Loan Parties on the Initial Funding Date shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or deemed to be a reference to “Initial Funding Date Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;Effect”.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than If the applicable Borrower is a Committed Loan Notice requesting only a conversion Designated Borrower, then the conditions of Committed Loans Section 2.14 to the other Type or designation of such Borrower as a continuation of LIBO Rate Loans) submitted by the Borrowers Designated Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as met to the satisfaction of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBO Rate Term Benchmark Loans) (including on the Second Amendment and each LC Issuer to issue each Letter of Credit Restatement Effective Date) is subject to the satisfaction (or waiver) of the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Borrower contained in Article V (other than those set forth in Sections 5.05(c) and 5.06 in the case of any Credit Extension made after the Second Amendment and Restatement Effective Date) 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 in all material respects (or in all respects, if such representation and warranty is qualified by materiality or “Material Adverse Effect”) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects, if such representation and warranty is qualified by materiality or “Material Adverse Effect”) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectivelyrespectively (it being understood that if any Additional Revolving Credit Commitment is being provided in connection with a Limited Condition Transaction, then the provisions of Section 6.01; provided1.08(b) shall apply and this clause (a) shall be limited to customary SunGard “specified representations” and, thatif applicable, as those representations of the Closing Date, seller or the target company (as applicable) included in the acquisition agreement related to such Limited Condition Transaction that are material to the interests of the Lenders and only the Specified Representations shall be true and correct in all material respects except (A) to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a failure of such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar importaccurate), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension or from the application of the proceeds thereof (it being understood that if any Additional Revolving Credit Commitment is being provided in connection with a Limited Condition Transaction, then the provisions of Section 1.08(b) shall apply and to no Event of Default under Section 8.01(a), Section 8.01(f) and Section 8.01(g)(i) shall exist, or would result from such proposed Additional Revolving Credit Commitment or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer L/C Issuers or the Swing Line Lender Swingline Lenders shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of LIBO Rate Term Benchmark Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate SOFR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent, and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08:
(a) the The representations and warranties of each other Loan Party contained in Article V this Agreement 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 in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation other than those representations and warranty warranties that are expressly qualified by materiality or Material Adverse Effect (or words of similar import)other materiality, they in which case such representations and warranties shall be true and correct in all respects in accordance with the terms thereof, and (iiirespects) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Swingline Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of LIBO Rate SOFR Loans) submitted by the Borrowers Borrower, and each Borrowing of Swingline Loans pursuant to an Autoborrow Agreement, shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion Conversion of Committed Revolving Loans to the other Type, Type or a continuation Continuation of LIBO Offshore Rate LoansLoans or Offshore Rate Segments, as applicable) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other the Loan Party Parties contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Documents shall be true and correct in all material respects (except that any representation or warranty that is qualified as to "materially" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date of such Credit Extension, Conversion or Continuation (other than those representations and warranties in Sections 5.01(b)(i), 5.01(c), 5.01(d), all of Sections 5.06, 5.08 and 5.09, the last sentence of Section 5.10 and all of Section 5.11), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of except that any representation and or warranty that is qualified by materiality as to "materially" or "Material Adverse Effect (or words of similar import), they Effect" shall be true and correct in all respects in accordance with the terms thereof, and (iiirespects) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of Default shall exist, or would result from such Request for proposed Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Conversion or Continuation.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation of such Borrower as a Designated Borrower shall result from such Credit Extensionhave been met to the reasonable satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Revolving Loan Notice or Term Loan Interest Rate Selection Notice requesting only a conversion Conversion of Committed Revolving Loans to the other Type or a continuation Continuation of LIBO Offshore Rate LoansLoans or Offshore Rate Segments, as applicable) submitted by the Borrowers any Loan Party shall be deemed to be a representation and warranty by the Borrowers such Loan Party that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Stryker Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor make a Loan on the occasion of any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion Borrowing and of Committed Loans each Issuing Bank to the other Typeissue, amend, renew or a continuation of LIBO Rate Loans) and each LC Issuer to issue each extend any Letter of Credit Credit, is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in as to matters specifically waived or consented to by the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects Lenders in accordance with the terms thereof, provisions of this Agreement and (iii) that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(c) the Administrative The Applicable Agent and, if applicable, the applicable LC Issuer relevant Issuing Bank or the Swing Line Lender shall have received a Request for Credit Extension Committed Loan Notice in accordance with the requirements hereof; and
(dof Section 2.03, a request for a Swing Line Loan in accordance with the requirements of Section 2.04(b) no Overadvance or a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended in accordance with the requirements of Section 2.05(b), as applicable. The satisfaction of the foregoing conditions on the Restatement Effective Date and each Tranche 2 Term Borrowing Date shall result from be determined after giving Pro Forma Effect to the consummation of the transactions to occur on such Credit Extensiondate. Each Request for Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Term SOFR or Alternative Currency Term Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Borrowers contained in Article V or any and of the Loan Parties in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit Extension, and after giving effect to No Default shall exist or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall result from have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Term SOFR or Alternative Currency Term Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSection 5.01(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from, such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed.
(d) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBO LIBOR Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Credit Parties contained in Article V 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 in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in except to the case of any representation and warranty extent already qualified by materiality or Material Adverse Effect (or words of similar import), they which such representations and warranties shall be true and correct in all respects in accordance with the terms thereofrespects) as of such earlier date, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSection 5.04(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;6.04.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the Administrative Agent The Agents and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereofhereof and, if the Credit Extensions made on the Closing Date will include any LIBOR Rate Loans, a funding indemnity letter in form reasonably satisfactory to the Agents. Notwithstanding anything herein to the contrary, any Request for Credit Extension with respect to a Credit Extension to be made on the Closing Date may be delivered on the Closing Date; and
provided that the Borrower has delivered to the Agents a customary funding indemnity letter at least three (d3) no Overadvance shall result from such Credit ExtensionBusiness Days prior to the Closing Date for any Borrowing on the Closing Date of LIBOR Rate Loans, Bankers’ Acceptances or BA Equivalent Notes. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO LIBOR Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V VI 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit Extension, and after giving effect to No Default shall exist or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) If after giving effect to such Credit Extension the Total Revolving Outstandings would exceed $41,062,500, then the Administrative Agent shall have received certification from the chief or senior financial officer of the Borrower (together with reasonably detailed calculations) that such Credit Extension is permitted under the Indenture.
(d) If after the Closing Date the Borrower or any Subsidiary enters into any other documentation governing Senior Unsecured Indebtedness that contains restrictions on the incurrence of Credit Extensions under this Agreement, then the Administrative Agent shall have received certification from the chief or senior financial officer of the Borrower (together with reasonably detailed calculations) that such Credit Extension is permitted under the Indenture.
(e) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c5.02(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Credit Party contained in Article V 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 in all material respects (but without any duplication of any materiality qualifications) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), ) respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;6.04.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) The Borrower Representative shall have delivered to the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received L/C Issuer, a Request for Credit Extension in accordance with the requirements hereof; andhereof and a Borrowing Base Certificate in form and substance reasonably acceptable to the Administrative Agent (such Borrowing Base Certificate to be the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.04(d) modified to reflect Total Outstandings on such date).
(d) no Overadvance shall result from Subject to Section 2.17, (i) after giving effect to such Credit Extension, Overall Excess Availability shall be greater than $0 and (ii) if a Committed Borrowing is requested, after giving effect thereto, Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower Representative shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) ), and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Committed Loans, (y) a conversion of Base Rate Committed Loans to the other TypeTerm SOFR Loans, or (z) a continuation of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Borrower contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, respectively and (ii) the representations and warranties contained in Section 5.05(c) and Section 5.15 shall only be made by the Borrower on the date of Section 6.01the initial Credit Extension hereunder; provided, that, any representation and warranty that is qualified as of the Closing Dateto “materiality”, only the Specified Representations “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;respects.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from In the case of a Credit Extension to be denominated in an Alternative Currency, such Credit Extensioncurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only (x) a conversion of Term SOFR Loans to Base Rate Committed Loans, (y) a conversion of Base Rate Committed Loans to the other Type Term SOFR Loans, or (z) a continuation of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Biogen Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Term SOFR Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance Administrative Agent and, if applicable, the applicable L/C Issuer shall result from such have received a pro forma Borrowing Base Certificate, dated as of the date of the applicable Credit Extension.
(e) After giving effect to such proposed Credit Extension, (i) the Total Outstandings do not exceed the lesser of (A) the Aggregate Commitments and (B) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations; (ii) the amount of the credit extension does not exceed the unused portion of the Aggregate Commitments; (iii) the outstanding Borrowing Base Debt does not exceed Borrowing Base Availability; and (iv) Borrower is in compliance with the covenants set forth in Section 7.13 calculated on a pro forma basis. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Term SOFR Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Eurocurrency RateTerm SOFR Loans) and each LC Issuer to issue each Letter of Credit after the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent:
(ai) the The representations and warranties of each other Loan Party contained set forth in Article V or any and in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except (i) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of ; provided that any representation and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to any qualification therein) in all respects on such respective dates.
(ii) No Default or Event of Default shall exist or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(ciii) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Eurocurrency RateTerm SOFR Loans) submitted by the Borrowers after the Closing Date shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.02(i) and (dii) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth Notwithstanding anything in this Section 4.02 to the contrary, (i) the effectiveness of any Incremental Amendment shall be subject only to the conditions precedent set forth in Section 2.14(d) and to such conditions as are for mutually agreed between the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, applicable Borrower and the Lenders will fund their Applicable Percentage party to the Incremental Amendment, (ii) the effectiveness of all Loans any Refinancing Amendment shall be subject only to the conditions precedent set forth in Section 2.15(b) and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which such conditions as are requested by mutually agreed between the Lead applicable Borrower and whichthe Lenders party to the applicable amendment, notwithstanding (iii) the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making effectiveness of any Extension Amendment shall be subject only to the conditions precedent set forth in Section 2.16(d) and to such Loans or conditions as are mutually agreed between the issuance applicable Borrower and the Lenders party to the Extension Amendment and (iv) the effectiveness of any Letters of Credit Permitted Repricing Amendment or any amendment with respect to Replacement Term Loans shall not be deemed a modification or waiver by any Credit Party of subject only to such conditions as are mutually agreed between the provisions of this Article IV on any future occasion or a waiver of any rights of applicable Borrower and the Credit Parties as a result of any such failure Lenders party to complythe applicable amendment.
Appears in 1 contract
Samples: First Lien Credit Agreement (Option Care Health, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V (other than, after the Closing Date, Sections 5.05(b) or 5.06) and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects on and as of the date of such the Credit ExtensionExtension requested thereby, except (ix) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, date and (iiiy) that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 6.01(a), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.18 as to the designation of such Borrower as a Designated Borrower shall result from have been met to the reasonable satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, such Credit Extensioncurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to satisfaction or waiver of the following conditions precedent:
(a) the The representations and warranties of each Loan Party set forth in Article 5 and in each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except (i) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of ; provided that any representation and warranty that is qualified by materiality or as to “materiality,” “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct (after giving effect to any qualification therein) in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that on such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;respective dates.
(b) as No Default or Event of the date of such Request for Credit Extension, and after giving effect to Default shall exist or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist therefrom (other than, as of except in connection with a Credit Extension on the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC relevant L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections Section 4.02(a) (and, if submitted after the Closing Date, Section 4.02(b), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions ; provided that the only representations the accuracy of which shall be a condition to Credit Extensions hereunder on the Closing Date are the representations set forth in Sections 4.01(e) and (i). Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loansbe used to finance a Permitted Acquisition or Investment permitted hereunder, the Lenders will fund their Applicable Percentage only conditions precedent to the funding of all such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complyrelated Incremental Amendment.
Appears in 1 contract
Samples: First Lien Credit Agreement (Jason Industries, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ato, respectively, of Section 6.01(a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Revolving Credit Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency.
(e) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights.
(f) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.19 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other another Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers a Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (GENTHERM Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V or in 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they shall be true and correct in all respects in accordance with the terms thereofrespects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and or would result immediately after giving effect to such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the Administrative The Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance Immediately after giving effect to the Credit Extension requested to be made on any such date and the use of proceeds thereof, Availability shall result from such Credit Extensionbe greater than zero. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers Borrower that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed LoansLoans and issuing Letters of Credit, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, thathowever, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of or the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) The representations and warranties of (i) the Borrower contained in Article V (subject, in the case of the representations and warranties made on the Allied Acquisition Date, to the limitation set forth in the last sentence of this Section 4.02(a)), and (ii) each other Loan Party contained in Article V or any each other Loan Document, or which are contained in any document furnished by any Loan Party at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect, Initial Funding Date Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.024.02(a), the representations and warranties contained in clauses (aSection 5.11(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct . Notwithstanding anything in all material respects except (A) this Agreement to the extent that such contrary, (i) the representations and warranties specifically refer relating to an earlier date, in which case they Allied and its Subsidiaries made on the Allied Acquisition Date under Article V shall be true limited to (x) the Specified Credit Agreement Representations and correct in all material respects as of such earlier date(y) the Specified Merger Agreement Representations (which are incorporated herein by reference), and (Bii) the references to “Material Adverse Effect” in the case representations made by the Borrower in clause (c) of any representation Section 5.05 and warranty qualified by materiality or in clause (b) of Section 5.11 on the Allied Acquisition Date shall be deemed to be a reference to “Allied Acquisition Date Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;Effect”.
(b) as of the date of such Request for Credit Extension, and after giving effect to No Default shall exist or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate SOFR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.024.02 following the Effective Date, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Datein each case, only the Specified Representations such materiality qualifier shall not be true and correct in all material respects except (A) applicable to the extent that such any representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty that already are qualified or modified by materiality or by a reference to a Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms text thereof;.
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall have occurred and be continuing, and after giving effect to or would result, from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) After giving effect to any Credit Extension (or the incurrence of any L/C Obligations), the Total Outstandings shall not exceed the Maximum Revolving Credit;
(d) The Administrative Agent and, if applicable, the each applicable LC L/C Issuer or the Swing Line Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate SOFR Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice, Term A-1 Loan Notice or a Term A-2 Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Term SOFR Loans or Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the 4.2.1. The representations and warranties of the Company and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects only as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.11; provided, provided that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (Ai) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and or warranty is qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import)language, they such representation or warranty shall be true and correct in all respects (but, for the avoidance of doubt, subject to any qualification contained therein as to “materiality”, “Material Adverse Effect” or similar language) in accordance with the terms thereof;
(b) each case on and as of such date or such earlier date, as applicable and (ii) the date of such Request for Credit Extension, representations and after giving effect to such proposed Credit Extension and to the application warranties of the proceeds thereof, no Default Company contained in (A) the last sentence of Section 5.05(a) and (B) Section 5.06(b) shall exist (other than, as of only be made on the Closing Date.
4.2.2. No Default, any default arising from the inaccuracy Event of representations and warranties which are not Specified Representations); 116Default or Senior Note Indenture Default shall exist.
(c) the 4.2.3. The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) , which Request for Credit Extension shall include a certification that no Overadvance shall Default, Event of Default or Senior Note Indenture Default exists, or would result from such proposed Credit ExtensionExtension or from the application of the proceeds thereof.
4.2.4. If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.19 to the designation of such Borrower as a Designated Borrower shall have been met to the reasonable satisfaction of the Administrative Agent. Each Request for Credit Extension (other than a Committed Revolving Loan Notice, Term A-1 Loan Notice or Term A-2 Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Term SOFR Loans or Eurocurrency Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall result from such Credit Extensionhave occurred. Each Request for Credit Extension (other than a Committed Revolving Credit Loan Notice requesting only a conversion of Committed Revolving Credit Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d4.02(b) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Revolving Credit Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, thathowever, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Metropark Usa Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension Committed Loan Notice (other than than, (i) on the Closing Date and (ii) in connection with a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate SOFR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:precedent (other than respect to a Limited Conditions Acquisition in which case Section 1.08 shall apply):
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.05(a) and (b5.05(b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) prior to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;proposed Credit Extension.
(b) as No Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from, such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(c) Solely with respect to a borrowing of the Administrative Agent and, if applicableDelayed Draw Loans, the applicable LC Issuer Borrower shall, on a Pro Forma Basis, have a Secured Leverage Ratio of equal to or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extensionless than 2.85:1.00. Each Request for Credit Extension Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate SOFR Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by that, subject to the Borrowers that proviso to the first paragraph of this Section 4.02, the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied by the Borrower (unless waived by the Required Lenders) on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Abacus Life, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except that (iw) if a qualifier relating to materiality, Material Adverse Effect, Initial Funding Date Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iiiy) for purposes of this Section 4.024.03, the representations and warranties contained in clauses (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of 6.01 and (z) the Closing Date, only the Specified Representations shall be true and correct references to “Material Adverse Effect” in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they made by the Borrowers and the other Loan Parties on the Initial Funding Date shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or deemed to be a reference to “Initial Funding Date Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;Effect”.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall result from have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Revolving Loan Notice requesting only a conversion of Committed Revolving Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.03(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other otheranother Type, or a continuation of LIBO EurocurrencyTerm Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Credit Parties contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of Sectionthe representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such Credit ExtensionExtension (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of Sectionthe representations and warranties in Sections 5.16 and 5.22 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of No Default shall exist on the date of such Request for Credit Extension, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency (or in a currency other than an Alternative Currency pursuant to Section 2.05), there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of (i) the Administrative Agent, the Tranche Required Lenders (in the case of any Revolving Loans to be denominated in an Alternative Currency), (ii) the applicable Revolving Lenders (in the case of any Negotiated Rate Loans to be denominated in a currency other than Dollars) or (iii) the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), would make it impracticable for such Committed Borrowing, Negotiated Rate Loan or L/C Credit ExtensionExtension to be denominated in the relevant Alternative Currency (or in such currency other than an Alternative Currency pursuant to Section 2.05). Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of LIBO EurocurrencyTerm Rate Loans) submitted by the Borrowers Parent Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request request for Credit Extension (other than including the request for the initial Credit Extension, but excluding a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate LIBOR Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party applicable Combined Company contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and or warranty that is already by its terms qualified by materiality or as to “materiality”, “Material Adverse Effect (Effect” or words of similar import), they language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in accordance with the terms thereof, foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) After giving effect to the Credit Extension, the aggregate principal amount of all outstanding Revolving Loans does not exceed the aggregate amount of the Revolving Commitments.
(d) The Administrative Agent and, if applicable, the applicable LC each Applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) no Overadvance If the requested Credit Extension would cause the aggregate Borrowings (excluding any conversion of Loans to the other Type and the continuing of LIBOR Loans) under the credit facilities hereunder within the current fiscal quarter to exceed ten percent (10%) of the then-current Facility Amount, then Borrower shall result from such deliver to Administrative Agent a compliance certificate (with supporting calculations) evidencing that the Combined Companies are in compliance on a Pro Forma Basis with the provisions of Section 7.11 after giving effect to the requested Credit Extension. Each Request for Credit Extension (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate LIBOR Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Cole Credit Property Trust V, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (Ba) in and (b) of Section 5.5 shall be deemed to refer to the case of any representation most recent statements, if any, furnished pursuant to clauses (a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereofrespectively, of Section 6.1;
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116;
(c) the The DIP ABL Facility shall be in full force and effect;
(d) The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof;
(e) Since the Petition Date, no Material Adverse Effect shall have occurred;
(f) The proposed Credit Extension complies with the Budget (within Permitted Variances);
(g) Prior to the entry of the Final Order, after giving effect to the proposed Credit Extension, the aggregate principal amount of Term Loans advanced under this Agreement shall not exceed the Interim Order Period Cap Amount;
(h) After giving effect to the proposed Credit Extension, the Aggregate Commitments and the Commitment of any Lender shall be $0 or greater;
(i) In the case of any Supplemental Term Loans, the Supplemental Term Loan Conditions have been satisfied;
(j) In the case of any Term Loans that are not Supplemental Term Loans, the aggregate principal amount of such Term Loans advanced under this Agreement shall not exceed $90,000,000; and
(dk) no Overadvance The Boardriders Waiver shall result from such Credit Extensionbe in full force and effect. Each Request for a Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers any Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.2(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Quiksilver Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.01(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from, such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable Debtor Relief Law, now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed.
(d) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency.
(f) For so long as the Credit Sensitive Debentures remain outstanding, the proposed Credit Extension shall either (i) not cause the Total Outstandings to exceed the Aggregate Commitments less the Availability Reserve or (ii) be a Committed Borrowing the proceeds of which will be used to Repay and Fully Satisfy the amounts owing under the Credit Sensitive Debentures. If the foregoing clause (ii) is applicable, the Borrowers shall have delivered to the Administrative Agent any and all information reasonably requested by the Administrative Agent to evidence that the proceeds of the Committed Borrowing shall be used to Repay and Fully Satisfy the amounts owing under the Credit Sensitive Debentures. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Administrative Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Conditions to all Credit Extensions. The obligation of each the Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC the L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V or in 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and or warranty qualified by materiality materiality, such representation or Material Adverse Effect (or words of similar import), they warranty shall be true and correct in all respects in accordance with the terms thereofrespects, and (subject to such qualification), (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, thatand (iv) for purposes of this Section 4.02, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically with respect to any Schedules shall be deemed to refer to an earlier date, the most recently updated Schedules furnished by the Lead Borrower pursuant to Section 6.14(b) and accepted by the Lender in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereofwriting;
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116;
(c) the Administrative Agent The Lender and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof;
(d) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred since the date of the Audited Financial Statements; and
(de) no No Overadvance shall result from such Credit Extension: provided, that without limiting the foregoing, the Lender shall have no obligation to honor a Request for Credit Extension on or after the Closing Date, until the Lender shall have received from the Borrowers a written report regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Lender, and until the delivery thereof the decision to honor any Request for Credit Extension shall be made in the sole discretion of the Lender or the L/C Issuer, as applicable. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit ExtensionExtension (and, to the extent any such representation and/or warranty is not true and/or correct, that portion which is not true or correct, as the case may be, could not reasonably be expected to have a Material Adverse Effect), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (and, to the extent any such representation and/or warranty was not true and/or correct, that portion which was not true or correct, as the case may be, could not reasonably be expected to have a Material Adverse Effect), (ii) in to the case extent of any representation changes resulting from transactions contemplated or permitted by this Agreement and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, other Loan Documents and (iii) that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Keane Inc)
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent, and in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08:
(a) the 1. The representations and warranties of each other Loan Party contained in Article V this Agreement 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 in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation other than those representations and warranty warranties that are expressly qualified by materiality or Material Adverse Effect (or words of similar import)other materiality, they in which case such representations and warranties shall be true and correct in all respects in accordance with the terms thereof, and (iiirespects) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
2. No Default shall exist, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the 3. The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Swingline Lender, if no Autoborrow Agreement is then in effect, shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower, and each Borrowing of Swingline Loans pursuant to an Autoborrow Agreement, shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor make any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer any Issuing Bank to issue each any Letter of Credit Credit, on any Borrowing Date (including on the Closing Date) is subject to satisfaction of the following conditions precedent:
(a) the The representations and warranties of each other Loan Party the Company contained in Article V 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (x) which are not qualified as to materiality shall be true and correct in all material respects and (y) which are qualified as to materiality shall be true and correct, in each case, on and as of the date of such Credit ExtensionLoan Notice and after giving effect to such borrowing, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects respects, or true and correct, as the case may be, as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses (aSections 5.11(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished prior to the Closing Date or pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as No Default or Event of the Default shall have occurred and be continuing on such date of such Request for Credit Extension, and or immediately after giving effect to such the proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116Extension.
(c) the Administrative [Reserved].
(d) The Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension Loan Notice in accordance with the requirements hereof; and.
(de) no Overadvance shall result from such Credit Extension. Each Request for After making the Credit Extension requested on such Borrowing Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;
(f) On or before the date of issuance of any Letter of Credit, the Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as any Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit Each Loan Notice (other than a Committed Loan Notice notice of conversion requesting only a conversion of Committed Loans to the other Type Interest Type, or a continuation of LIBO Rate Eurodollar RateTerm SOFR Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied (or waived) on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained herein and (ii) each other Loan Party contained in Article V or any each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension (except to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and warranty shall be true and correct as written as of such date), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date (ii) in except to the case of extent that any representation and warranty is already qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they in which case, such representation and warranty shall be true and correct in all respects in accordance with the terms thereofas written as of such earlier date), and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsection (a) and (b) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall result from have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of (i) the Borrowers contained in Article V and (ii) each other Loan Party contained in Article V or any each 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 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 the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (Ba) in and (b) of Section 5.05 shall be deemed to refer to the case of any representation most recent statements furnished pursuant to subsections (a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of Section 6.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower (other than Bioverativ Therapeutics), then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall result from have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, such Credit Extensioncurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Company shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Bioverativ Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice Request for Credit Extension requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO EurodollarEurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the satisfaction or waiver of the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (Ba) in and (b) of Section 6.05 shall be deemed to refer to the case of any representation most recent statements furnished pursuant to clauses (a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of Section 7.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance As such time as the Convertible Notes are outstanding, the Administrative Agent shall result from have received a certificate of a Responsible Officer of the Borrower certifying that (i) such Credit Extension constitutes “Senior Debt” under, and as defined in, the Convertible Notes Indenture, and (ii) the “Total Leverage Ratio” under, and as defined in, the Convertible Notes Indenture, shall not exceed 5.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters of the Borrower ending with the most recently completed fiscal quarter after giving effect to such Credit Extension.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent and the Required Revolving B Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), would make such Credit Extension denominated in the relevant Alternative Currency unavailable or difficult to obtain during the requested Interest Period. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c5.02(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Conditions to all Credit Extensions. The obligation of the Lenders to make each Lender to honor any Request for Credit Extension (other than a Committed Loan, including the initial Loan Notice requesting only a conversion of Committed Loans to the other Typehereunder, or a continuation to continue or convert any Loan under Section 2.4, and the obligation of LIBO Rate Loans) and each LC Issuer the Issuing Bank to issue each Issue any Letter of Credit (including the initial Letter of Credit) is subject to the satisfaction of the following conditions precedentprecedent on the relevant Borrowing Date, Conversion Date, Continuation Date or Issuance Date:
(a) The appropriate Agent shall have received (with, in the case of the initial Loan only, a copy for each affected Lender) a Notice of Borrowing or a Notice of Conversion/Continuation, as applicable or in the case of any Issuance of any Letter of Credit, the Issuing Bank and the appropriate Agent shall have received an L/C Application or L/C Amendment Application, as required under Section 3.2;
(b) The representations and warranties of each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, VI shall be true and correct in all material respects on respects, and shall be deemed to be made, at and as of the Agreement Date and the date of such the Borrowing of each Loan which will increase the principal amount of the Loans outstanding, or upon the issuance of each Letter of Credit Extensionhereunder, except (i) to the extent that such representations and warranties specifically refer (a) relate expressly to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (iib) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects were previously fulfilled in accordance with the terms thereofhereof and to the extent subsequently inapplicable, or (c) are modified as a result of activities of the Borrowers or changes in circumstances, in any case as permitted hereunder or as consented to or waived in writing in accordance with Section 12.1 hereof, and (iii) for purposes of this Section 4.02, the all representations and warranties contained in clauses (a) and (b) of Section 5.05 made under this Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datesurvive, and (B) in not be waived by, the case execution hereof by the Agent, the Issuing Banks, and the Lenders, or by the making of any representation and warranty qualified by materiality Loan or Material Adverse Effect (or words the issuance of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as any Letter of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116under this Agreement.
(c) the Administrative Agent andNo Default, if applicable, the applicable LC Issuer Event of Default or the Swing Line Lender Borrowing Base Deficiency shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance exist or shall result from such Credit ExtensionBorrowing or continuation or conversion or Issuance. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Borrowing, Notice of Conversion/Continuation and L/C Application or a continuation of LIBO Rate Loans) L/C Amendment Application submitted by the Borrowers Borrowers' Representative hereunder shall be deemed to be constitute a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a)hereunder, (b), (c) and (d) have been satisfied on and as of the date of each such notice and as of each Borrowing Date, Conversion/Continuation Date, or Issuance Date, as applicable, that the applicable Credit Extension. The conditions set forth in this Section 4.02 5.2 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complysatisfied.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate LoansLoans or BAs) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the US Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) No Material Adverse Effect shall have occurred, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Effect, relating to the US Borrower’s consolidated financial condition or businesses since the date of the date of the most recent financial statements delivered pursuant to Section 4.01(a)(viii) or Section 6.01, as applicable.
(d) Each Loan Party shall be Solvent.
(e) The US Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers US Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (cb) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuers to honor any Request for Credit Extension, including the initial Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Typehereunder, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V VI 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 in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty unless already qualified by materiality or Material Adverse Effect (or words of similar import)Effect, in which case they shall be true and correct in all respects in accordance with the terms thereofrespects) as of such earlier date, and (iii) except that for purposes of this Section 4.025.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;7.01.
(b) as of Prior to a Borrowing Base Termination Event, the date of such Request for Credit Extension, and Administrative Agent shall have received a Borrowing Base Compliance Certificate evidencing that the Borrower is in compliance with the Borrowing Base on a pro forma basis after giving effect to the requested Credit Extension and the incurrence and payment of other Indebtedness since the end of the last fiscal quarter.
(c) No Default shall exist, or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(cd) the The Administrative Agent and, if applicable, the applicable LC an L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) no Overadvance shall result from If such Credit Extension is the initial Credit Extension, receipt by the Administrative Agent of a duly completed Compliance Certificate, as of the last day of the most recent fiscal quarter of the Consolidated Group ended prior to such date, giving pro forma effect to such Credit Extension, signed by a Responsible Officer of the Borrower, and, for the avoidance of doubt, evidencing the Borrower’s compliance with each of the financial covenants set forth in Section 8.11(a), including a maximum Leverage Ratio of sixty-five percent (65%). Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a5.02(a), (b), (c) and (dc) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Phillips Edison Grocery Center REIT III, Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit an increase in Commitments in accordance with SECTION 2.14 is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article ARTICLE V or any other Loan Document, or which are contained in any document furnished by the Borrower or any other Loan Party at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit ExtensionExtension and any Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this SECTION 4.02, the representations and warranties contained in subsections (Ba) in and (b) of SECTION 5.05 shall be deemed to refer to the case of any representation most recent statements furnished pursuant to clauses (a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of SECTION 6.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116or increase in Aggregate Commitments in accordance with SECTION 2.14.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension or the certificate referred to in Section 2.14(b) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) and certificate referred to in Section 2.14(b) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections SECTIONS 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans Extension or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties Increase Effective Date, as a result of any such failure to complyapplicable.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of the L/C Issuer and each Lender to honor any Request for make each Credit Extension hereunder (other than a Committed Loan Notice requesting only a which shall not include any conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loansany outstanding Loan or any Credit Extension the proceeds of which are to reimburse (i) and each LC the Swingline Lender for Swingline Loans or (ii) the L/C Issuer to issue each for amounts drawn under a Letter of Credit) following the date of the initial Credit Extension is subject to the following additional conditions precedentprecedent that:
(a) no Default or Event of Default shall have occurred and be continuing or would result from such proposed Credit Extension or from the application of proceeds thereof;
(b) the representations and warranties of the Borrower and each other Loan Party contained in Article V VI hereof 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 correct, in all material respects respects, on and as of the date of the making of, and after giving effect to, such Credit ExtensionExtension with the same force and effect as if made on and as of such date, except (i) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct correct, in all material respects respects, as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.025.02, the representations and warranties contained in clauses (aSection 6.04(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(b) and (a), respectively;
(c) to the extent requested by the Administrative Agent or any Lender, a senior executive of the Borrower shall have certified compliance with clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) above to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;Administrative Agent; and
(b) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116
(cd) the Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers The Borrower shall be deemed to be have made a representation and warranty by hereunder as of the Borrowers time of each Credit Extension hereunder that the conditions specified in Sections 4.02(a), (b), (c) and (d) such clauses have been satisfied on and fulfilled as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complytime.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice Request for Credit Extension requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the satisfaction or waiver of the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (Ba) in and (b) of Section 6.05 shall be deemed to refer to the case of any representation most recent statements furnished pursuant to clauses (a) and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of Section 7.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance As such time as the Convertible Notes are outstanding, the Administrative Agent shall result from have received a certificate of a Responsible Officer of the Borrower certifying that (i) such Credit Extension constitutes “Senior Debt” under, and as defined in, the Convertible Notes Indenture, and (ii) the “Total Leverage Ratio” under, and as defined in, the Convertible Notes Indenture, shall not exceed 5.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters of the Borrower ending with the most recently completed fiscal quarter after giving effect to such Credit Extension.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any adverse change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent and the Required Revolving B Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), would make such Credit Extension denominated in the relevant Alternative Currency unavailable or difficult to obtain during the requested Interest Period. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c5.02(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Providence Service Corp)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension Loan Notice (other than (x) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate LoansLoans and (y) and each LC Issuer to issue each Letter a Credit Extension of Credit Incremental Term Loans in connection with a Limited Condition Acquisition) is subject to the satisfaction of each of the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects (except to the extent that any representation and warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date (ii) in except to the case of extent that any representation and warranty as of such earlier date is already qualified by materiality or Material Adverse Effect (or words of similar import), they in which case such representation and warranty shall be true and correct in all respects in accordance with the terms thereofas of such earlier date), and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension Loan Notice in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) ), and each LC Issuer to issue each Letter of Credit an increase in Aggregate Commitments in accordance with Section 2.14 is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except and, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that6.01 and (iii) together with any additional items that will be disclosed on updated Schedules delivered on the next scheduled delivery date, as of to which the Closing Date, only Borrower has notified the Specified Representations shall be true and correct Administrative Agent in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;writing.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116or increase in Aggregate Commitments in accordance with Section 2.14.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender Lender, shall have received a Request for Credit Extension Extension, or the certificate referred to in Section 2.14(b) with respect to any increase in Aggregate Commitments, as applicable, in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans), or certificate referred to in Section 2.14(b) with respect to any increase in the Aggregate Commitments, as applicable, submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties Increase Effective Date, as a result of any such failure to complyapplicable.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) RFR Loans or Term SOFR Loans and each LC Issuer to issue each Letter other than a Request for Credit Extension forin connection with an Incremental FacilityAmendment (or the funding of Credit any delayed draw term loans in connection therewith), which shall be governed by Section 2.14(d)), other than on the Closing Date, is subject to the following conditions precedentprecedent in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions:
(ai) the The representations and warranties of each other Loan Party contained set forth in Article V or any and in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document 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 as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except (i) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, .
(ii) in the case of any representation and warranty qualified by materiality No Default shall exist or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116therefrom.
(ciii) the The Administrative Agent and, if applicable, the applicable LC relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of LIBO Rate RFR Loans or Term SOFR Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c4.02(i) and (dii) (or, in the case of a Request for Credit Extension forin connection with an Incremental FacilityAmendment, the conditions specified in Section 2.14(d)) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurodollar Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) After giving effect to such Credit Extension and the application by the Administrative Agent of the proceeds thereof, (i) the Total Outstandings shall not exceed the Facility Limit, (ii) the Aggregate Exposure of any Lender shall not exceed the lesser of such Lender’s (x) Commitment and (y) Applicable Percentage of the Facility Limit and (iii) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.
(b) The representations and warranties of the Borrower and each other Loan Party contained in Article V 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 in all material respects (or if such representation or warranty is qualified by qualified by or subject to a “materiality”, “material adverse effect”, “material adverse change” or any similar term or qualification, such representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct correct, in all material respects as of respects(or if such earlier date, (ii) in the case of any representation and or warranty is qualified by materiality or Material Adverse Effect (subject to a “materiality”, “material adverse effect”, “material adverse change” or words of any similar import)term or qualification, they such representation or warranty shall be true and correct in all respects in accordance with the terms thereofrespects), as of such earlier date, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses clause (a) and (b) of Section 5.05 shall be deemed deemed, from and after the first delivery of financial statements pursuant thereto, to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01; provided.
(c) No Default or Event of Default shall exist, that, as or would result from such proposed Credit Extension or from the application of the Closing proceeds thereof.
(d) With respect to any proposed Credit Extension that would occur from or after the first full fiscal quarter ending after the occurrence of the Protected Period Termination Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and immediately after giving effect to such proposed Credit Extension and to Extension, the application of the proceeds thereofBorrower would be in compliance, no Default shall exist (other thanon a pro forma basis, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116with each Financial Covenant set forth in Section 7.11.
(ce) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender L/C Issuers shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurodollar Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections Section 4.02(a), (bSection 4.02(b), (cSection 4.02(c) and (dSection 4.02(d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) In the case of a Revolving Credit Loan to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Revolving Credit Loan to be denominated in the relevant Alternative Currency.
(e) There shall be no Overadvance shall result from impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such Credit Extensionrights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the representations and warranties of each other Loan Party contained in Article V 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)Effect, they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116exist.
(c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance shall result from such Credit Extension.
(e) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, the aggregate Outstanding Amount of the Loans and LC Obligations at such time secured by the ASC Restricted Collateral (and after giving effect to any of the foregoing that have been requested) shall not exceed the Maximum ASC Credit Facility Amount. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Supervalu Inc)
Conditions to all Credit Extensions. The obligation of each Lender Lending Party to make any Credit Extension (including its initial Credit Extension) hereunder or to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of Borrower and each other Loan Party contained in Article V or any other Loan Document, or which that are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the text thereof) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, date (ii) except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the case of any representation text thereof) and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall then exist, and after giving effect to or shall result from, such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising thereof or from the inaccuracy honoring of representations and warranties which are not Specified Representations); 116any Request for Credit Extension.
(c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender or L/C Issuer shall have received a the applicable Request for Credit Extension Extension; provided that no L/C Applications shall be required in accordance connection with the requirements hereof; andExisting Letters of Credit becoming Letters of Credit issued hereunder pursuant to the last sentence of Section 2.03(a)(i).
(d) no Overadvance Administrative Agent shall result from have received, in form and substance satisfactory to it, such Credit Extensionother assurances, certificates, documents or consents related to the foregoing as Administrative Agent or Required Lenders may reasonably require. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections Section 4.02(a), (b), (c) and (dSection 4.02(b) have been satisfied on and as of the date of the making of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for Extension or the sole benefit honoring of the applicable Request for Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to complyExtension.
Appears in 1 contract
Samples: Credit Agreement (Ciber Inc)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) Loans and each LC Issuer to issue each Letter of other than a Request for Credit Extension made in connection with any Incremental Amendment, which shall be governed by Section 2.13(e)), other than on the Closing Date, is subject to the following conditions precedent:
(a) The Administrative Agent and, if applicable, the relevant L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(b) No Default or Event of Default shall exist and be continuing or would immediately result from such proposed Credit Extension or from the application of the proceeds therefrom.
(c) Other than in respect of any Credit Extension on the Closing Date, the representations and warranties of the Borrower and the Pledgor set forth in Article V and in each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document 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 as so qualified) on and as of the date of such Credit ExtensionExtension with the same effect as though made on and as of such date, except (i) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of only with respect to such earlier date.
(d) Solely with respect to any Borrowing of Initial Term Loans, Term Conversion Date Term Loans and Working Capital Loans, the Administrative Agent shall have received a Borrowing Certificate, substantially in the form of Exhibit B to this Agreement, certifying that (A) taking into account committed debt under the Term Loan Facility and any Incremental Facilities, the aggregate face amount of the Equity Commitment L/Cs then outstanding and the Borrower’s, its Affiliates’ and any other Person’s equity commitments under the JV LLC Agreement, the Double E Joint Venture has sufficient funds to achieve commercial operation date of the Project prior to the Date Certain, and (B) no development has happened that would result in the failure to achieve commercial operation date prior to the Date Certain.
(e) Solely with respect to any Borrowing of Initial Term Loans and Term Conversion Date Term Loans, the Borrower shall have delivered to the Administrative Agent a certificate of the Independent Engineer, substantially in the form of Exhibit K-1 to this Agreement, certifying that (A) taking into account committed debt under the Term Loan Facility and any given Incremental Facilities, any Equity Contributions (disregarding any reimbursed Equity Contributions), the aggregate face amount of the Equity Commitment L/Cs then outstanding and the Borrower’s, its Affiliates’ and any other Person’s equity commitments under the JV LLC Agreement, the Double E Joint Venture has sufficient funds to achieve the commercial operation date of the Project prior to the Date Certain, (iiB) no development has happened that would result in the failure to achieve commercial operation date prior to the Date Certain, (C) in the case of the Initial Credit Extension only, the Equity Commitment L/Cs and other Equity Contributions provided on such date equal the Minimum Equity Contribution Amount, and (D) the Double E Joint Venture is authorized to begin construction.
(f) The Borrower shall have delivered to the Administrative Agent information with respect to construction status relative to the Budget (with respect to both the schedule and budget contained therein).
(g) Solely with respect to any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects Credit Extension prior to the date that each Equity Commitment L/C is drawn in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b2.16(d)(iii), respectively, of Section 6.01; provided, that, as of Equity Commitment L/Cs are then outstanding with aggregate undrawn face amounts equal to or greater than the Closing Date, only Minimum Equity Contribution Amount and the Specified Representations shall be true and correct in all material respects except (A) to the extent that Collateral Agent has draw rights under such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;
(b) as of the date of such Request for Credit Extension, and after giving effect to such proposed Credit Extension and to the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116
(c) the Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and
(d) no Overadvance shall result from such Credit ExtensionEquity Commitment L/Cs. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type), or a continuation of LIBO Eurocurrency Rate Loans) Loans submitted by the Borrowers Borrower after the Closing Date shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(aSection 4.03(a) (or, in the case of a Request for Credit Extension made in connection with an Incremental Amendment, the conditions specified in Section 2.13(e) (other than 2.13(e)(x), (b), (c) and (d) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of each other Loan Party contained in Article V or in 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 in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import)materiality, they shall be true and correct in all respects in accordance with the terms thereofrespects, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (Aii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct (if applicable, in all material respects respects) as of such earlier date, and (Biii) for purposes of this Section 4.02, the representations and warranties contained in the case subsections (a) and (b) of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they Section 5.05 shall be true and correct in all respects in accordance with deemed to refer to the terms thereofmost recent statements furnished pursuant to Section 6.01(a);
(b) as No Default or Event of the date of such Request for Credit ExtensionDefault shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116;
(c) the Administrative The Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof;
(d) No event or circumstance which would reasonably be expected to result in a Material Adverse Effect shall have occurred; and
(de) no No Overadvance shall result from such Credit Extension. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Committed Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issuedmade, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, thathowever, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of or the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Debt Agreement
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Term SOFR Loans to the other TypeAdjusted Daily SOFR Loans or Base Rate Loans, a conversion of Adjusted Daily SOFR Loans to Term SOFR Loans or Base Rate Loans, a conversion of Base Rate Loans to Term SOFR Loans or Adjusted Daily SOFR Loans, or a continuation of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) The representations and warranties of the Borrowers contained in Article 5 (except for the representations and warranties contained in Section 5.05(c) and 5.06 in the case of any Credit Extension after the Closing Date) and in each other Loan Party contained in Article V Document or any other Loan Document, or which are contained in any document certificate furnished at any time under or in connection herewith or therewith, (i) that are qualified by materiality shall be true and correct on and as of the date of such Credit Extension, and (ii) that are not qualified by materiality, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) or in all respects in the case of any representation and warranty that is qualified by materiality or Material Adverse Effect (or words materiality) as of similar import), they shall be true and correct in all respects in accordance with the terms thereofsuch earlier date, and (iii) except that for purposes of this Section 4.024.02(a), the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall result from have been met to the reasonable satisfaction of the Administrative Agent.
(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Committed Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Term SOFR Loans to the other Type Adjusted Daily SOFR Loans or Base Rate Loans, a conversion of Adjusted Daily SOFR Loans to Term SOFR Loans or Base Rate Loans, a conversion of Base Rate Loans to Term SOFR Loans or Adjusted Daily SOFR Loans or a continuation of LIBO Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrowers a Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the satisfaction or waiver of following conditions precedent:
(a) the The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (Ba) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar importb), they shall be true and correct in all respects in accordance with the terms thereof;respectively, of Section 6.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC Issuer L/C Issuer, the Domestic Swing Line Lender or the Foreign Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Committed Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) or the Swing Line Lender (in the case of any Swing Line Loan to be denominated in an Alternate Currency) in consultation with the Borrower would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Eurocurrency Rate Loans) submitted by the Borrowers Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c) and (db) have been satisfied or waived on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Company and each other Loan Party contained in Article V VI 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 in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.025.02, the representations and warranties contained in clauses (aSection 6.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bSection 7.01(a), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) the The Administrative Agent and, if applicable, the applicable LC L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(d) no Overadvance In the case of a Credit Extension to be denominated in an Alternative Currency, there shall result from not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit ExtensionExtension to be denominated in the relevant Alternative Currency.
(e) If the applicable borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation of such Person as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(f) With respect to any Credit Extension to be made to a Designated Borrower, there shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers a Borrower and each Borrowing of Swing Line Loans pursuant to an Autoborrow Agreement shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c5.02(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract
Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Eurocurrency Rate Loans or Alternative Currency Term Rate Loans) and each LC Issuer to issue each Letter of Credit is subject to the following conditions precedent:
(a) the The representations and warranties of the Borrowers and each other Loan Party contained in Article V VI or any other Loan Document, or which are contained in any document Compliance Certificate, Pro Forma Compliance Certificate, Loan Notice or Swing Line Loan Notice furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (iii) except that for purposes of this Section 4.025.02, the representations and warranties contained in clauses subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided, that, as of the Closing Date, only the Specified Representations shall be true and correct in all material respects except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (B) in the case of any representation and warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof;7.01.
(b) as of the date of such Request for Credit ExtensionNo Default shall exist, and after giving effect to or would result from such proposed Credit Extension and to or from the application of the proceeds thereof, no Default shall exist (other than, as of the Closing Date, any default arising from the inaccuracy of representations and warranties which are not Specified Representations); 116.
(c) In the case of a Credit Extension to be denominated in an Alternative Currency, (i) there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency, and (ii) there shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such right.
(d) The Administrative Agent and, if applicable, the applicable LC L/C Issuer or and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof; and.
(de) no Overadvance If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.16 to the designation of such Borrower as a Designated Borrower shall result from have been met to the satisfaction of the Administrative Agent.
(f) In the case of a Credit Extension to be denominated in an Alternative Currency, such Credit Extensioncurrency remains an Eligible Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Borrowers Borrower Representative or any other Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a), (b), (c5.02(a) and (db) have been satisfied on and as of the date of the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, are agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.
Appears in 1 contract