Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b); (b) The representations and warranties set forth in Section 5 and in each of the other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); (c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto; (e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and (f) Immediately after giving effect to the making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Flo Fill Co Inc)
Conditions to All Extensions of Credit. The obligations of each Lender Bank to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Conversion, or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.4(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or could have a Material Adverse Effect shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole1997; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding Competitive Loans plus the Dollar Amount of the aggregate principal amount of Foreign Loans plus the aggregate principal amount of Swingline Loans plus the Dollar Amount of LOC Obligations outstanding shall not exceed 63 69 the Revolving Committed Amount, and (ii) the Dollar Amount of LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.4(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31January 1, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as 2000 which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the applicable Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the First Amendment Effective Date of the conditions set forth in Section 6 of the First Amendment:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, Loan an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or Notice of Swingline Borrowing or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 6, subject to the limitations set forth therein, be true and correct in each all material respects as of the such date, other Credit Documents than those representations and warranties which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date (except for those which expressly relate to an earlier datethe extent that any representation and warranty is qualified by materiality, in which case such representations representation and warranties warranty shall be true and correct to such extent in all material respects on and as of such earlier applicable date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion making of any Revolving Committed Loan or Extension of such Swingline Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the aggregate principal amount of outstanding Revolving Committed Loans, Swingline Loans and the aggregate amount of outstanding LOC Obligations shall not exceed the Revolving Committed Amount, (ii) the aggregate principal amount of LOC Obligations shall not exceed the LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans shall not exceed the Swingline Committed Amount; and
(f) The Borrower (nor any of its Affiliates) shall have not provided notice to the limitations applicable thereto set forth Bond Holders (as defined in Section 2clause (iv) of the definition of “Change of Control”) that it will (pursuant to a Bond Holder’s demand or otherwise) repurchase or prepay the Debentures (as defined in clause (iv) of the definition of “Change of Control”) in connection with an anticipated Change of Control and such notice shall not have been revoked in a manner that would cause the Borrower not to be obligated to repurchase or prepay such Debentures. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Fifth Amendment Effective Date of the conditions set forth in the Fifth Amendment:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Tranche B Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against the Parent or any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any the LOC Committed Amount; and
(f) Immediately after giving effect to the making of such Loan (and the application of the limitations proceeds thereof) or to the issuance of such Letter of Credit, as the case may be (the “Borrowing”), the ratio of (a) Funded Indebtedness of the Consolidated Parties on a consolidated basis on the day of such Borrowing to (b) the sum of (x) Consolidated EBITDA for the three fiscal-quarter period ending as of the last day of the most recent fiscal quarter preceding the date of such Borrowing for which the Agent has received the Required Financial Information plus (y) Projected Consolidated EBITDA for the applicable thereto fiscal quarter with respect to which the Parent has provided the Projected Consolidated EBITDA, shall not exceed the then applicable ratio set forth in Section 27.11(a) for the last day of the applicable fiscal quarter with respect to which the Parent has provided the Projected Consolidated EBITDA. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each -------------------------------------- Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fv) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount ---- of outstanding Swingline Loans plus LOC Obligations outstanding shall ---- not exceed the Revolving Committed Amount, and (B) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (d), (eiv) and (fv) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit ) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1:
(a) The Borrower shall have delivered (i) delivered, in the case of any Revolving Loan (or conversion or extension of a portion of the Term Loan), an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of CreditConversion, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)as applicable;
(b) The representations and warranties set forth in Section 5 and in each of shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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 the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to ), the issuance or extension sum of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding LOC Obligations Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Autozone Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make or extend any Foreign Currency Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Foreign Letters of Credit (including the initial Foreign Currency Loans and the initial Foreign Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The applicable Borrower shall have delivered (iA) in the case of any Revolving Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Extension or (iiB) in the case of any Foreign Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.1(b) or of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against any Credit Party either Borrower or the Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fv) Immediately after giving effect to the making, Conversion or Extension making of such Foreign Currency Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.Foreign Letter
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions precedent:
(a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)LOC Documents;
(b) The representations and warranties set forth of each Borrower and each other Credit Party contained in Section 5 and in each of the 2, Section 3, Section 6 or any other Credit Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all material respects on and as of such the date of the requested credit extension (except for those which expressly to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of the requested credit extension (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date);, and except that for purposes of this Section 5.2(b), the representations and warranties contained in Sections 6.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and (b), as applicable.
(c) There shall not have been commenced against any Credit Party Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change There shall not have occurred or become known any Material Adverse Effect since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects extension of the Consolidated Parties taken as a whole; andlast Loan;
(f) Immediately after giving effect to the making, Conversion or Extension making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance or extension sum of such Letter of Credit, as applicable, the aggregate principal amount of Revolving Obligations outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any the Revolving Committed Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Sublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and
(g) Solely with respect to the Delayed Draw Term Loan, the Administrative Agent shall have received satisfactory evidence that all conditions precedent to the closing of the limitations applicable Dover Acquisition have been met in all material respects or waived in writing by each of the parties thereto set forth other than the payment of the purchase price payable at closing in Section 2accordance with the terms of the Dover Acquisition Agreement. The Dover Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Dover Acquisition Agreement as originally executed and delivered. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections clauses (b), (c), (d), (e), (f) and (fg) above. Notwithstanding the foregoing, (x) the only representations and warranties in the Credit Documents the accuracy of which will be a condition to the making of the Loans and issuing of Letters of Credit on the Effective Date are the Specified Representations and (y) Sections 5.2(c), (d) and (e) shall not apply to the Loans made and Letters of Credit issued on the Effective Date.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period ) and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Effective Date (and on the Effective Date only) of the conditions set forth in Section 5.1:
(ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)LOC Documents;
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrowers or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(ev) No material adverse change There shall not have occurred or become known any Material Adverse Change since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects extension of the Consolidated Parties taken as a whole; andlast Loan;
(fvi) Immediately after giving effect to the making, Conversion or Extension making of any such Revolving Loan (and the application of the proceeds thereof) or the sum of Revolving Obligations outstanding shall not exceed the Revolving Committed Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Sublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and
(vii) Immediately after giving effect to the issuance or extension making of such Letter the Delayed Draw Term Loan (and the application of Credit, as applicable, the aggregate principal amount proceeds thereof) the Outstanding Amount of outstanding Revolving Loans and the Delayed Draw Term Loan shall not exceed the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above (and, with respect to any borrowing of the Delayed Draw Term Loan, subsection (vii) above).
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter Letters of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction of the conditions set forth in Section 5.1:
(ai) The applicable Borrower shall have delivered (iA) in the case of any Revolving Loan or any Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b) or of Section 2.6(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against either Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter after the Closing Date 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(ev) No material adverse change shall have occurred or become known since December 31November 28, 1997 1999 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties Xxxx and its Subsidiaries taken as a whole; and
(fvi) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans and plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not exceed the aggregate Revolving Committed Amount, (B) the sum of the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not exceed the aggregate Foreign Currency Committed Amount and (C) the Domestic LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Domestic LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) or Section 2.6(b) shall constitute a representation and warranty by the requesting Borrower of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above.
Appears in 1 contract
Samples: Credit Agreement (Hunt Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction on of the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, following conditions in addition to satisfaction of the following conditionsconditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any Acquisition Loan or any portion of the Tranche A Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fd) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (fd) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender any L/C Issuer to issue issue, extend or extend any amend a Letter of Credit hereunder are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1:
(a) The Borrower shall have delivered (iA) in the case of any Revolving LoanLoan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiC) in the case of any Letter of Credit, to the Issuing Lender shall have received applicable L/C Issuer an appropriate request for issuance or extension (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.2(b2.4(b);
(b) The representations and warranties set forth in Section 5 and in each of (other than Section 5.17) shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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 the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance issuance, extension or extension amendment of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding LOC Swingline Loans plus the L/C Obligations outstanding shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (fabove. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) abovehereof.
Appears in 1 contract
Samples: Credit Agreement (Autozone Inc)
Conditions to All Extensions of Credit. The obligations of each -------------------------------------- Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of the other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change Material Adverse Change shall have occurred or become known since December 31, 1997 in the condition (delivery of its most recent quarterly financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a wholestatements; and
(f) Immediately after giving effect to the making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing Borrowing, Notice of Continuation or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) ), the establishment of a Derivative Exposure Reserve or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans and plus LOC Obligations plus the aggregate amount Aggregate Derivative Exposure Amount shall not exceed the lesser of outstanding (A) the Revolving Committed Amount, (B) the Borrowing Base, (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount and (iii) the Aggregate Derivative Exposure Amount shall not exceed Reserve Limit. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations obligation of each Lender to make any Loan (including Loans to the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender Borrower hereunder is subject in each case to issue or extend any Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions precedent:
(a) The Borrower the Closing Date shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing occurred or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance will occur simultaneously with the provisions making of Section 2.2(b);such Loans.
(b) The representations and warranties set forth in Section 5 and in each of the Borrower and any Subsidiary or Affiliate of the Borrower that is a party to any Loan Document made herein or any other Credit Documents Loan Document shall be true and correct in all material respects on and as of such the borrowing date (except for those which where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date);; provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to exist, or would result from the making, Conversion or Extension making of such Loan to Borrower or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension of such Loan (and from the application of the proceeds thereoftherefrom.
(d) or to The Administrative Agent and, if applicable, the issuance or extension of such Letter of CreditSwing Line Lender shall have received a Borrowing Notice and/or Swing Line Loan Notice, as applicable, in accordance with the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any requirements hereof.
(e) Each Lender that has requested a Term Note, New Loan Note or Swing Line Note at least two Business Days in advance of the limitations applicable thereto set forth borrowing date shall have received such Note executed by the Borrower in Section 2. The delivery favor of each such Lender, evidencing such Lender’s Loan or Loans; Each Borrowing Notice or Swing Line Loan Notice, as applicable, (other than a Borrowing Notice requesting only a conversion of Borrowing, each Notice Loans to the other Type or a continuation of Extension/Conversion and each request for Eurodollar Loans) submitted by the issuance or extension of a Letter of Credit pursuant Borrower shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by that the Borrower of the correctness of the matters conditions specified in subsections (bSections 4.02(a), (c), (d), (eb) and (fc) abovehave been satisfied on and as of the applicable borrowing date.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including advances on the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period Term Loan) and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans (and the initial advance of the Term Loan) and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(ev) No material adverse change shall have occurred or become known since December 31November 27, 1997 1994 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties Borrower and its Subsidiaries taken as a whole; and
(fvi) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans and plus LOC Obligations outstanding shall not exceed the aggregate amount of outstanding Revolving Committed Amount, and (B) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist have occurred and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 3127, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans PLUS LOC Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fv) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans and plus LOC Obligations outstanding shall not exceed the aggregate amount of outstanding Committed Amount, (B) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount and (C) the Consolidated Leverage Ratio shall not be greater than 3.00:1.00. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (d), (eiv) and (fv) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31June 25, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as 2000 which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Unifi Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letters of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan, any portion of the Tranche B Term Loan or any portion of the Tranche C Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or would be reasonably likely to have a Material Adverse Effect shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and1996;
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any the LOC Committed Amount; and
(g) With respect to the second advance of the limitations applicable thereto set forth Tranche A Term Loan as provided in Section 22.3(a), (i) the merger of AHC into Arbor shall have been consummated in accordance with Section 7.15 and pursuant to the terms of the Merger Agreement and (ii) the Agent shall have received satisfactory evidence that all existing Indebtedness of Arbor other than (A) the Indebtedness under the Credit Documents and (B) the Indebtedness described on Schedule 8.1 has been paid in full. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above, and the delivery of the Notice of Borrowing with respect to the second advance of the Tranche A Term Loan shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsection (g) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert any existing Base Rate Loan into a Loan of another Type or Extend any existing Eurodollar Rate Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction subject, on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered to the Administrative Agent and/or the Issuing Lender, as appropriate, (i) in the case of any Revolving Loan, any Tranche B Term Loan or Swingline Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.02(b);
(b) The representations and warranties set forth in Section 5 Article V and in each of the other Senior Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);) and references to Schedules shall be deemed to refer to the most updated supplements to Schedules to be delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing.
(c) There shall not have been commenced against any Credit Party or Subsidiary Grantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 the Closing Date in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or results of operations, cash flows, operations, material relationships, management condition (financial or otherwise) or prospects of the Consolidated Parties Borrower its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole (determined on a pro forma basis), and there shall exist no conditions, events or occurrences that, individually or in the aggregate, would reasonably be expected to result in such a material adverse change; and
(f) Immediately after giving effect to the making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate outstanding Revolving Credit Facility Obligations and the aggregate principal amount of outstanding Revolving Tranche B Term Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Article II. The delivery of each Notice of Borrowing, each Notice of Extension/Extension of Eurodollar Rate Loans or Conversion of Base Rate Loans and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.02(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter Extension of Credit are hereunder is subject to the satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction each of the following conditionsconditions on or prior to the proposed date of the making of such Extension of Credit:
(a) The Borrower Administrative Agent shall have delivered (i) in receive the case applicable Request for Extension of any Revolving LoanCredit and, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in with respect to the case of any Letter initial Extension of Credit, the Issuing Lender conditions set forth in Section 4.01 shall have received an appropriate request for issuance or extension in accordance with been met as of the provisions of Section 2.2(b)Closing Date;
(b) The representations and warranties set forth in Section 5 and in each of the other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist have occurred and be continuing either prior immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter;
(c) The representations and warranties of the Credit Parties contained in Article V of this Agreement and the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date except for any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c), the representations and warranties contained in Section 5.01 shall be deemed to refer to the making, Conversion or most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01;
(d) Immediately following the making of such Extension of such Loan or Credit (i) the issuance or extension Outstanding Amount of such Letter the Revolving Obligations shall not exceed the Revolving Committed Amount, (ii) the aggregate principal amount of Credit or after giving effect theretoSwing Line Loans shall not exceed the Swing Line Committed Amount, and (iii) the Outstanding Amount of all Alternative Currency Tranche Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit;
(e) No material adverse change In the case of an Extension of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or become known since December 31international financial, 1997 political, legal or economic conditions or currency exchange rates or exchange controls which in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects reasonable opinion of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to Administrative Agent or the making, Conversion or Required Lenders would make it impracticable for such Extension of such Loan (and Credit to be denominated in the application of the proceeds thereof) or to the issuance or extension relevant Alternative Currency. The making of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Borrower of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b), (c), and (d), (e) and (f) aboveof this Section.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations obligation of each the Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are is subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of the Borrower and each other Credit Documents 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 date (Loan or Letter of Credit, except for those which expressly relate to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects on and as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b);, respectively.
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(db) No Default shall exist, or Event of Default shall exist and be continuing either prior to would result from the making, Conversion or Extension making of such proposed Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension of such Loan (and from the application of the proceeds thereof.
(c) The Lender shall have received a Loan Notice or to the issuance or extension of such Letter of Credit, Credit Documents (as applicable) in accordance with the requirements hereof.
(d) The Lender shall have received such other approvals, opinions or documents as the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Lender may reasonably request. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each Each request for any Loan or the issuance or extension of a any Letter of Credit (including any Revolving Loan pursuant to Section 2.2(bany applicable Sweep Agreement, which Revolving Loans may be made until the Borrower advises the Lender in writing that such Revolving Loans should not be made) submitted by the Borrower shall constitute be deemed to be a representation and warranty by that the Borrower of the correctness of the matters conditions specified in subsections (b), (c), (d), (eSections 4.02(a) and (fb) aboveand, to the extent applicable to an Acquisition Loan, Section 4.03 have been satisfied on and as of the date of the applicable Loan or Letter of Credit.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(ed) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31, 1997 in the condition (financial which has had or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as could have a whole; andMaterial Adverse Effect.
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus Swingline Loans outstanding plus LOC Obligations outstanding shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the aggregate amount of outstanding Borrowing Base and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) abovee).
Appears in 1 contract
Samples: Credit Agreement (Pluma Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan (including the initial Loans), Convert any existing or Swingline Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Revolving Loan or Swingline Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any the Revolving Committed Amount, (ii) the aggregate principal amount of LOC Obligations shall not exceed the limitations applicable thereto set forth in Section 2LOC Committed Amount and (iii) the aggregate principal amount of Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan, in the case of a request for a Revolving Loan or a Swingline Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans and plus LOC Obligations plus Swingline Loans shall not exceed the aggregate amount of outstanding Revolving Committed Amount, (ii) the LOC Obligations shall not exceed any the LOC Committed Amount and (iii) the aggregate outstanding principal amount of Swingline Loans shall not exceed the limitations applicable thereto set forth in Section 2Swingline Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Healthtronics Surgical Services Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit ) hereunder are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1:
(a) The Borrower shall have delivered (i) in to the case of any Revolving LoanAdministrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)Conversion;
(b) The representations and warranties set forth in Section 5 and in each of (other than Section 5.17) shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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 the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to ), the issuance or extension sum of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date (f) abovepre-term-out), to the extent the Borrower has exercised the term-out option pursuant to Section 2.2.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender any L/C Issuer to issue or extend any a Letter of Credit hereunder are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1:
(a) The Borrower shall have delivered (iA) in the case of any Revolving LoanLoan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion, (B) in the case of any Swingline Loan to the Administrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiC) in the case of any Letter of Credit, to the Issuing Lender shall have received applicable L/C Issuer an appropriate request for issuance or extension (with a copy to the Administrative Agent) in accordance with the provisions of Section 2.2(b2.4(b);
(b) The representations and warranties set forth in Section 5 and in each of shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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 the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding LOC Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (fabove. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) abovehereof.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing Borrowing, Notice of Continuation or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) ), the establishment of a Derivative Exposure Reserve or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans and plus LOC Obligations plus the Aggregate Derivative Exposure Amount shall not exceed the Revolving Committed Amount, (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus the Aggregate Derivative Exposure Amount, plus the then-outstanding Term Loan Obligations shall not exceed the Borrowing Base, (iii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount and (iv) the Aggregate Derivative Exposure Amount shall not exceed Reserve Limit. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 6 (other than Sections 6.2 and in each of 6.8) shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fd) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans PLUS LOC Obligations outstanding PLUS outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (fd) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans)Swingline Lender) to make, Convert convert or extend any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the an Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against Alchem or any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or could have a Material Adverse Effect shall have occurred or become known since December 31June 28, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole1997; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the aggregate amount of outstanding Borrowing Base, and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Delta Woodside Industries Inc /Sc/)
Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert convert any existing Loan into a Loan of another Type or Extend extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject subject, in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1, to satisfaction on the date such Loan is made, Converted converted or Extended extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of the other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion conversion or Extension extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion conversion or Extension extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate principal amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as 1998 which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the aggregate principal amount of outstanding the Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any the lesser of (A) the limitations applicable thereto set forth in Section 2Revolving Committed Amount and (B) the Borrowing Base less the outstanding Term Loan, (ii) the LOC Obligations ---- shall not exceed the LOC Committed Amount and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, date and except for changes in which case facts or circumstances that make such representations and warranties shall be true untrue but that, in and correct of themselves, do no constitute, and/or have not resulted in all material respects on and as the occurrence of, a Default or Event of such earlier dateDefault);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or could have a Material Adverse Effect shall have occurred or become known since the later of (i) December 31, 1997 in and (ii) the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects date of the Consolidated Parties taken as a wholemost recent audited financial statements delivered to the Agent and the Lenders in accordance with the terms of Section 7.1(a); and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, the sum of the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding plus LOC Obligations outstanding shall not exceed any of the limitations applicable thereto set forth in Section 2Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Simcala Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit ) hereunder are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 4.1:
(a) The Borrower shall have delivered (i) in to the case of any Revolving LoanAdministrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)Conversion;
(b) The representations and warranties set forth in Section 5 and in each of shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be remain true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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 the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to ), the issuance or extension sum of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date (f) abovepre-term-out), to the extent the Borrower has exercised the term-out option pursuant to Section 2.2.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.3(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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 property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) Concurrent with the delivery of the appropriate notice required pursuant to Section 5.2(a) above, the Principal Borrower shall have delivered a certificate of the chief financial officer of the Principal Borrower substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with -------------- the financial covenants contained in Section 7.11(a) and Section 7.11(b) by calculation thereof after giving effect to the making of the requested Loan (and the application of the proceeds thereof) or to the issuance of the requested Letter of Credit, as the case may be, and (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Credit Parties propose to take with respect thereto.
(f) No material adverse change development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred or become known since December 31September 30, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole2000; and
(fg) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding ---- Competitive Loans plus the aggregate principal amount of outstanding Swingline ---- Loans plus LOC Obligations outstanding shall not exceed the Revolving Committed ---- Amount, and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections (b), (c), (d), (ef) and (fg) above.
Appears in 1 contract
Samples: Credit Agreement (Highwoods Realty LTD Partnership)
Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Restatement Effective Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) to the Administrative Agent, in the case of any Revolving LoanLoan or the Tranche C Term Loans, an appropriate a Notice of Borrowing or Notice of Extension/Conversion or (ii) to the relevant Issuing Lender, in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise)1998, business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans Obligations shall not exceed the lesser of (A) the Aggregate Committed Amount and (B) the aggregate amount of outstanding Borrowing Base and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion request for a Swingline Loan pursuant to Section 2.3(b) and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness as of the date of such delivery of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate a Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred or become known since December 31, 1997 2003 (other than with respect to matters reflected in the condition (financial or otherwiseSchedule 6.8, which matters have not had and are not likely to have a Material Adverse Effect), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans and plus LOC Obligations outstanding plus outstanding Foreign Currency Loans plus outstanding Swingline Loans shall not exceed the aggregate amount of outstanding Revolving Committed Amount, (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount and (C) the Foreign Currency Loans outstanding shall not exceed the Foreign Currency Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Syndication Amendment and Assignment (Profit Recovery Group International Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period ) and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2:
(ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)LOC Documents;
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrowers or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;thereto and
(ev) No material adverse change There shall not have occurred or become known any Material Adverse Change since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects extension of the Consolidated Parties taken as a wholelast Loan; and
(fvi) Immediately after giving effect to the making, Conversion or Extension making of any such Revolving Loan (and the application of the proceeds thereof) or the sum of Revolving Obligations outstanding shall not exceed the Revolving Committed Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Sublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit.
(vii) Immediately after giving effect to the issuance or extension making of such Letter the Delayed Draw Term Loan (and the application of Credit, as applicable, the aggregate principal amount proceeds thereof) the Outstanding Amount of outstanding Revolving Loans and the Delayed Draw Term Loan shall not exceed the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above (and, with respect to any Borrowing of the Delayed Draw Term Loan, subsection (vii) above).
Appears in 1 contract
Samples: Credit Agreement (New Hampshire Motor Speedway, Inc.)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period ) and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2:
(ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)LOC Documents;
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrowers or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(ev) No material adverse change There shall not have occurred or become known any Material Adverse Change since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects extension of the Consolidated Parties taken as a whole; andlast Loan;
(fvi) Immediately after giving effect to the making, Conversion or Extension making of any such Revolving Loan (and the application of the proceeds thereof) or the sum of Revolving Obligations outstanding shall not exceed the Revolving Committed Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Sublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and
(vii) Immediately after giving effect to the issuance or extension making of such Letter the Delayed Draw Term Loan (and the application of Credit, as applicable, the aggregate principal amount proceeds thereof) the Outstanding Amount of outstanding Revolving Loans and the Delayed Draw Term Loan shall not exceed the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above (and, with respect to any Borrowing of the Delayed Draw Term Loan, subsection (vii) above).
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan, in the case of a request for a Revolving Loan or a Swingline Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the aggregate amount of outstanding Borrowing Base, (ii) the LOC Obligations shall not exceed any the LOC Committed Amount and (iii) the aggregate outstanding principal amount of Swingline Loans shall not exceed the limitations applicable thereto set forth in Section 2Swingline Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Healthtronics Surgical Services Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Revolving Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Revolving Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or could have a Material Adverse Effect shall have occurred or become known since December 31June 28, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole1997; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Revolving Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the aggregate amount of outstanding Borrowing Base, and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Delta Woodside Industries Inc /Sc/)
Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans)Swingline Lender) to make, Convert convert or extend any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1 and satisfaction on the Closing Date of the conditions set forth in Section 5.2:
(a) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any Foreign Currency Loan, the Tranche A Term Loan or the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Conversion, (B) in the case of any Swingline Loan, the Swingline Lender shall have received an appropriate notice of borrowing in accordance with the provisions of Section 2.3(b)(i) or (iiC) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 3129, 1997 1996 in the condition (financial or otherwise), business, assets, liabilities (actual business or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties Borrower or of the Borrower and its Subsidiaries taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans and plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding shall not exceed the lesser of (1) the Revolving Committed Amount and (2) the Borrowing Base, and (B) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Genicom Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fv) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the Committed Amount and (B) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (d), (eiv) and (fv) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit ) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)Conversion;
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;; -45- 50
(ev) No material adverse change shall have occurred or become known since December 31, 1997 1995 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties Borrower and its Subsidiaries taken as a whole; and
(fvi) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to ), the issuance or extension sum of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above.
Appears in 1 contract
Samples: Credit Agreement (Riscorp Inc)
Conditions to All Extensions of Credit. The obligations At the time of each Lender the making of all Extensions of Credit (before as well as after giving effect to make any Loan (including such Loans and to the initial Loansproposed use of the proceeds thereof), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions shall have been satisfied or shall exist:
(a) The Borrower there shall have delivered (i) in the case exist no Default or Event of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)Default;
(b) The all representations and warranties set forth in Section 5 and in each of the other Credit Documents by Borrower contained herein shall be true and correct in all material respects with the same effect as of such date (except for those which expressly relate to an earlier date, in which case though such representations and warranties shall be true and correct in all material respects had been made on and as of the date of such earlier date)Extensions of Credit;
(c) There since December 25, 1999 (the last day of Borrower's 1999 fiscal year), there shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency no change which has had or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of could reasonably be expected to have 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbondedMaterially Adverse Effect;
(d) No Default there shall be no action or Event of Default shall exist and be continuing either prior proceeding instituted or pending before any court or other governmental authority or, to the makingknowledge of Borrower, Conversion threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or Extension (ii) seeking to prohibit or restrict one or more Credit Parties' ownership or operation of any portion of its business or assets, or to compel one or more Credit Parties to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such Loan business(es) or assets, as the issuance case may be, constitute a material portion of the total businesses or extension assets of such Letter of Credit or after giving effect theretothe Consolidated Companies;
(e) No material adverse change the Extensions of Credit to be made and the use of proceeds thereof shall have occurred not contravene, violate or become known since December 31conflict with, 1997 or involve the Administrative Agent or any Lender in the condition (financial a violation of, any law, rule, injunction, or otherwise)regulation, business, assets, liabilities (actual or contingent), historical determination of any court of law or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a wholeother governmental authority applicable to Borrower; and
(f) Immediately after giving effect the Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the making, Conversion or Administrative Agent. Each request for an Extension of such Loan (Credit and the application acceptance by Borrower of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) thereof shall constitute a representation and warranty by the Borrower Borrower, as of the correctness date of such Extension of Credit, that the matters applicable conditions specified in subsections (b), (c), (d), (e) SECTIONS 4.1 and (f) above4.2 have been satisfied without any further action by the Borrower.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Office Depot Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the aggregate amount of Borrowing Base less the outstanding Term Loan less LOC Obligations outstanding and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.3(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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 property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) Concurrent with the delivery of the appropriate notice required pursuant to Section 5.2(a) above, the Principal Borrower shall have delivered a certificate of the chief financial officer of the Principal Borrower substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.11(a) and Section 7.11(b) by calculation thereof after giving effect to the making of the requested Loan (and the application of the proceeds thereof) or to the issuance of the requested Letter of Credit, as the case may be, and (ii) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Credit Parties propose to take with respect thereto.
(f) No material adverse change development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole2002; and
(fg) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections (b), (c), (d), (ef) and (fg) above.
Appears in 1 contract
Samples: Credit Agreement (Highwoods Realty LTD Partnership)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, 42 57 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fv) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans and plus LOC Obligations outstanding shall not exceed the aggregate amount of outstanding Committed Amount, (B) the LOC Obligations shall not exceed any the LOC Committed Amount and (C) if the Consolidated Leverage Ratio as of the limitations applicable thereto set forth in last day of the most recently ended fiscal quarter of the Borrower exceeded 4.75 : 1.00 as indicated on the most recently delivered officer's compliance certificate required under Section 27.1(c), Availability shall be at least $5,000,000. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (d), (eiv) and (fv) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit ) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Other than Revolving Loans to the Sweep Account, Borrower shall have delivered (i) delivered, in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b)Conversion;
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar 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 Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;.
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan, in the case of a request for a Revolving Loan (and the application of the proceeds thereof) or to the issuance or extension sum of such Letter of Credit, as applicable, the aggregate outstanding principal amount of outstanding Revolving Loans and the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for the issuance or extension of a Letter of Credit Loan pursuant to Section 2.2(b2.1(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (fd) above.
Appears in 1 contract
Samples: Credit Agreement (Immucor Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.3(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change development or event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole1997; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans and plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding shall not exceed the Revolving Committed Amount, and (ii) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.3(b) shall constitute a representation and warranty by the Borrower Borrowers of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change circumstances, events or conditions shall have occurred or become known since December 3129, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as 2001 which would have a wholeMaterial Adverse Effect; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No As of the Closing Date,. no material adverse change shall have occurred or become known since December 31, 1997 1996 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management results of operations or prospects of the Consolidated Parties taken as a whole; and
(f) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the Committed Amount, and (ii) the aggregate amount of outstanding LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Glenayre Technologies Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letters of Credit (including the initial Loans and the initial Letter of Credit Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 5 and in each of 6 shall be, subject to the other Credit Documents shall be limitations set forth therein, true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(ciii) There shall not have been commenced against the Borrower or any Credit Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fv) Immediately after giving effect to the making, Conversion or Extension making of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (A) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding shall not exceed the lesser of (I) the Committed Amount and (II) the aggregate amount of outstanding Borrowing Base, and (B) the LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (bii), (ciii), (d), (eiv) and (fv) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make make, convert or extend any Loan (including the initial Loans), Convert any existing Loan into a Loan of another Type or Extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction on the date such Loan is made, Converted or Extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditionsconditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving LoanLoan (or any portion thereof), an appropriate Notice of Borrowing (or (x) in the case of a request for a Delayed-Draw Term Loan, the Administrative Agent shall have delivered a Delayed-Draw Term Loan Funding Notice and (y) in the case of a request for a New Delayed-Draw Term Loan, the Administrative Agent shall have delivered a New Delayed-Draw Term Loan Funding Notice) or Notice of ExtensionContinuation/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of 6 shall, subject to the other Credit Documents shall limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in date which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion or Extension making of such Loan Loan, in the case of a request for a Revolving Loan, (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicablethe case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans and the aggregate amount of outstanding plus LOC Obligations shall not exceed any of the limitations applicable thereto set forth in Section 2Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Delayed-Draw Term Loan Funding Notice, each New Delayed-Draw Term Loan Funding Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Samples: Credit Agreement (Insight Health Services Holdings Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make any Loan (including the initial Loans), Convert convert any existing Loan into a Loan of another Type or Extend extend any existing Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit are subject subject, in addition to satisfaction on the 55 Effective Date of the conditions set forth in Section 4.1, to satisfaction on the date such Loan is made, Converted converted or Extended extended or the date such Letter of Credit is issued or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Conversion, (ii) in the case of any Competitive Bid Loan, an appropriate Competitive Bid Quote Request or (iiiii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 5 and in each of the other Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(c) There shall not have been commenced against any Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar 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, which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion conversion or Extension extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No material adverse change shall have occurred or become known since December 31, 1997 in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), historical or projected revenues or cash flows, operations, material relationships, management or prospects of the Consolidated Parties taken as a whole; and
(fe) Immediately after giving effect to the making, Conversion conversion or Extension extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the aggregate principal amount of outstanding Revolving Loans and the aggregate principal amount of outstanding LOC Obligations and the aggregate amount of outstanding Competitive Bid Loans shall not exceed any of the limitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, each Competitive Bid Quote Request, each Notice of Extension/Conversion and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
