Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be subject to the following further conditions precedent: A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment. B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent. C. As of that Funding Date: (i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; (ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; (iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date; (iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date; (v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and (vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders each Lender to make its Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer a duly authorized Officer of Company or by any executive officer (it being understood that Merger Sub shall deliver such Notice of Company designated by any of Borrowing on the above-described officers Closing Date with respect to the Term Loans to be borrowed on behalf of Company in a writing delivered to Administrative Agentthe Closing Date).
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; PROVIDED, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any such Lender from making the Loans to be made by it on that Funding Date;; and
(v) The making of the Loans requested on Company shall have delivered such Funding Date other certificates or documents that Administrative Agent shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (orreasonably request, in the case of the Loans made upon the Closing Date, prior form and substance satisfactory to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (FTD Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an :
(i) An originally executed Notice of Borrowing, in each case signed by the chief executive officera duly authorized Officer of Company; and
(ii) An originally executed Collateral Value Certificate, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered which shall be satisfactory to Administrative Agent, demonstrating that, giving effect the amount of the Loans being requested, the aggregate principal amount of all Loans will not exceed the Aggregate Collateral Value as of the date thereof, together with such supporting detail as the Administrative Agent may request in its reasonable discretion.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; provided, that where a representation and warranty is already qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Revolving Loans and of Swing Line Lender to make Swing Line Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B2.1C, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or or, to Company's Best Knowledge, a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;; provided that any such order, judgment or decree shall only relieve that Lender on whom such order, judgment or decree is binding from its obligation to make Loans to Company.
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and;
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder; and
(vii) Since March 31, 1994, no Material Adverse Effect (in the sole opinion of each Lender) shall have occurred; provided that such opinion by any Lender as to the occurrence of a Material Adverse Effect shall only relieve that Lender holding such opinion from its obligation to make Loans to Company.
C. Neither Administrative Agent nor any Lender has given each other Lender written notice that it has actual knowledge of the occurrence of any event that, on such Funding Date, causes any of the representations and warranties to be made by Company on such date to be untrue in any material respect as of such date.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. The Applicable Administrative Agent and Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case Borrowing signed by the chief executive officer, the chief financial officer or the treasurer of Company the applicable Borrower, or by any executive officer of Company the applicable Borrower designated by any of the above-described officers on behalf of Company the applicable Borrower, in a writing delivered to the Applicable Administrative Agent and Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent that changes in the facts and conditions on which such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier dateare based are required or permitted under this Agreement;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company and each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of CompanyCompany or any Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement)Subsidiaries, and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosedarbitration, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would reasonably be expected to have a Material Adverse Effect, unless disclosed to and consented to by Requisite Lenders; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans Loans, the issuance of Letters of Credit or the creation and purchase of Bankers' Acceptances hereunder; and
(v) No Company Change of Control shall have occurred.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company any Credit Party or any of its Subsidiaries or any property of Company such Credit Party or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B0.xX, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it it, on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, disclosed that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Aurora Foods Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief principal financial officer, the principal accounting officer or the treasurer of Company or by any executive officer authorized employee of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(viv) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Holdings or Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Holdings or Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement)Loans, and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; Effect or be inconsistent with the financial statements, balance sheets or financial projections delivered in accordance with subsection 4.2J or 4.2K, and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Sealy Corp)
Conditions to All Loans. The obligations of Lenders to make Revolving Loans and of Swing Line Lender to make Swing Line Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B2.1C, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or or, to Company's Best Knowledge, a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;; provided that any such order, judgment or decree shall only relieve that Lender on whom such order, judgment or decree is binding from its obligation to make Loans to Company.
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and;
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder;
(vii) Since September 30, 1996, no Material Adverse Effect (in the sole opinion of each Lender) shall have occurred; provided that such opinion by any Lender as to the occurrence of a Material Adverse Effect shall only relieve that Lender holding such opinion from its obligation to make Loans to Company;
(viii) Company shall deliver to Administrative Agent an Officers' Certificate and other evidence satisfactory to Administrative Agent demonstrating that Company's share of projected unpaid costs to complete the Maryland Heights Facility does not, at the time the Loans are requested to be made or Letters of Credit are requested to be issued, exceed the sum of (a) the Tranche A Commitments plus (b) the Tranche B Commitments plus (c) $11,000,000 minus (d) the sum of (v) the outstanding Tranche A Loans, plus (w) the sum of the outstanding Tranche B Loans and the outstanding principal amount of Permitted Maryland Heights Indebtedness plus (x) the outstanding Swing Line Loans plus (y) the outstanding Letters of Credit plus (z) the amount of costs to complete the Maryland Heights Facility paid by Company during the period from October 1, 1996, to the date of such request from cash proceeds of sources other than the proceeds of Loans hereunder, other borrowings, Permitted Maryland Heights Indebtedness and the proceeds from the sale of the M/V Players Riverboat I, in each case measured at the time such Loans or Letters of Credit are requested.
C. Neither Administrative Agent nor any Lender has given each other Lender written notice that it has actual knowledge of the occurrence of any event that, on such Funding Date, causes any of the representations and warranties to be made by Company on such date to be untrue in any material respect as of such date.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the The applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company the applicable Borrower or by any executive officer of Company the applicable Borrower designated by any of the above-described officers on behalf of Company the applicable Borrower in a writing delivered to the applicable Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Priority Secured Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There After giving effect to the Loans requested, (a) the aggregate amount of Cash held by Company and its Wholly-Owned North American Subsidiaries (determined in accordance with GAAP as would be shown on the consolidated balance sheet of the Company and its Wholly-Owned Subsidiaries as of that Funding Date) shall not exceed US$30,000,000 (the "ALLOWED CASH AMOUNT") or such greater amount as may be pending orapproved by US Administrative Agent; provided, however that during the period from the Closing Date to and including the 90th day after the Closing Date, the Allowed Cash Amount shall be increased by an amount equal to the knowledge difference between (i) US$20,000,000 and (ii) any proceeds of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company the CN Tranche Term Loans used by Canadian Borrower or any of its Subsidiaries or any property to pay claims of Company or creditors of Canadian Borrower and/or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) under the CCAA Plan of Arrangement and for other purposes permitted hereunder prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing such Funding Date, prior to and (b) the execution 89 Total Utilization of this Agreement), and there CN Tranche Revolving Loans shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in exceed the opinion CN Dollar Equivalent Amount of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderUS$10,000,000.
Appears in 1 contract
Samples: Priority Secured Credit Agreement (Loews Cineplex Entertainment Corp)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders each Lender to make its Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer a duly authorized Officer of Company or by any executive officer (it being understood that Merger Sub shall deliver such Notice of Company designated by any of Borrowing on the above-described officers Closing Date with respect to the Term Loans to be borrowed on behalf of Company in a writing delivered to Administrative Agentthe Closing Date).
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any such Lender from making the Loans to be made by it on that Funding Date;; and
(v) The making of the Loans requested on Company shall have delivered such Funding Date other certificates or documents that Administrative Agent shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (orreasonably request, in the case of the Loans made upon the Closing Date, prior form and substance satisfactory to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderAgent.
Appears in 1 contract
Samples: Credit Agreement (FTD Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by a Responsible Officer of Borrower who is included in the chief executive officer, the chief financial officer or the treasurer of Company incumbency and specimen certificate delivered pursuant to subsection 4.1A(iv) or by any executive officer other Responsible Officer of Company Borrower designated by any of the above-described officers on behalf of Company in a writing an updated incumbency and specimen certificate delivered to Administrative AgentAgent by Borrower.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;; and
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No law, regulation, order, judgment or decree of any courtGovernmental Authority shall, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making and the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date Administrative Agent shall not violate any law includinghave received from the Requisite Lenders or the L/C Issuer, without limitationas the case may be, Regulation Gnotice that, Regulation T, Regulation U or Regulation X in the judgment of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatenedsuch Person, any action, suit, proceedinginvestigation, governmental investigation litigation or arbitration against proceeding is pending or affecting Company threatened in any court or before any of its Subsidiaries arbitrator or any property of Company Governmental Authority which is likely to enjoin, prohibit or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(xrestrain, (i) prior to the such Lender’s making of the last preceding Loans (or, requested Loan or participation in the case requested Letter of Credit, or (ii) the L/C Issuer’s issuance of the Loans made upon the Closing Date, prior requested Letter of Credit. Each submission by Borrower to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lendersa Notice of Borrowing, would be expected each acceptance by Borrower of the proceeds of each Loan, each submission by Borrower to have L/C Issuer of a Material Adverse Effect; request for the issuance of a Letter of Credit and no injunction or other restraining order the issuance of such Letter of Credit, shall constitute a representation and warranty by Borrower as of the Funding Date in respect of such Loan and as of the date of issuance of such Letter of Credit, that all the conditions contained in this subsection 4.2 (and, if an issuance of a Letter of Credit, 4.3) have been issued and no hearing to cause an injunction satisfied or other restraining order to be issued shall be pending or noticed waived in accordance with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderSection 10.6.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the president, the chief financial officer or the treasurer of Company Borrower or by any executive officer of Company Borrower designated by any of the above-described officers on behalf of Company Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law includinglaw, without limitation, including Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company Borrower in writing pursuant to subsection 5.6 or 6.1(x6.1(viii) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be -90- pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Rose Hills Co)
Conditions to All Loans. The obligations of Lenders to make all Loans on each Funding Date shall be are subject to prior or concurrent satisfaction or waiver in accordance with subsection 9.6 of the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1B2.2B, before any Funding Date, an originally executed Notice of Borrowing, in each case Borrowing signed by the chief executive officerChief Executive Officer, the chief financial officer Chief Financial Officer, the Treasurer or the treasurer Controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentBorrower.
C. (i) As of that Funding Date:
(i) The , the representations and warranties contained herein (other than with respect to the representation and warranty made in subsection 4.6 which may be updated pursuant to subsection 5.1(x), except to the other extent that the related litigation involves this Agreement or the Loan Documents Documents) shall be true, correct and complete accurate in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, date except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier dateare based are required or permitted under this Agreement;
(ii) No As of that Funding Date, no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that which would constitute (a) an Event of Default or (b) a Potential Event of Default;
(iii) Company As of that Funding Date, Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that such Funding Date;
(iv) No As of that Funding Date, no order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding DateLoan;
(v) The As of that Funding Date, the making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, T or Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemBoard; and
(vi) There As of that Funding Date, there shall not be pending or, to the knowledge of Company, Borrower threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries that Subsidiaries, which has not been disclosed by Company Borrower in writing pursuant to subsection 5.6 4.6 or 6.1(x5.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), ) and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, thatwhich, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, except, in the case of the initial Loans, in the reasonable opinion of each Lender (as communicated, in the case of the initial Loans, by such Lenders and, in the case of other Loans, by Requisite Lenders to Administrative Agent and evidenced by a written notice from Administrative Agent to Borrower), would reasonably be expected to have materially and adversely affect the business, operations, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a Material Adverse Effect; and no whole, or to impair the ability or obligation of Borrower to perform or of Lenders to enforce the obligations. No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of the Company or by any executive officer of Company designated by any of the above-above- described officers on behalf of the Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (FWT Inc)
Conditions to All Loans. The obligations of Lenders each Lender to make its Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally a duly executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer a duly authorized Officer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentCompany.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for the purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions (other than those already satisfied or waived under Subsection 4.1) which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any such Lender from making the Loans to be made by it on that Funding Date;
(v) The making Total Utilization of Revolving Loan Commitments after giving effect to the Loans requested on borrowings contemplated by such Funding Date Notice of Borrowing shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of exceed the Board of Governors of the Federal Reserve SystemRevolving Loan Commitment Amount then in effect; and
(vi) There The sum of the principal amount of the Term Loans outstanding plus the Total Utilization of the Revolving Loan Commitments after giving effect to the borrowings contemplated by such Notice of Borrowing shall not be pending or, to exceed the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderBorrowing Limit.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders each Lender to make Loans its Loans, and of any Issuing Lender to issue any Letter of Credit, on each any Funding Date shall be are subject to the satisfaction by the Company of the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally a duly executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer a duly authorized Officer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentCompany.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for the purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions (other than those already satisfied or waived under Subsection 4.1) which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any such Lender from making the Loans to be made by it on that Funding Date;
(v) The making proceeds of such Loan shall be used by the Loans requested on such Funding Date shall not violate any law includingCompany for purposes, without limitationand in amounts, Regulation G, Regulation T, Regulation U or Regulation X of permitted hereunder and consistent with the Board of Governors of the Federal Reserve System; andBudget;
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 occurred since September 30, 2007 any change, event, circumstance or 6.1(x) prior to the making of the last preceding Loans (ordevelopment that, individually or in the case of the Loans made upon the Closing Dateaggregate, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation has had or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect;
(vii) The Total Utilization of Revolving Loan Commitments after giving effect to the borrowings contemplated by such Notice of Borrowing shall not exceed the Revolving Loan Commitment Amount then in effect; and
(viii) The Interim Order shall be in full force and effect or, if the Funding Date is more than thirty days after the Closing Date or if the Revolving Loan Exposure after giving effect to the requested Loan shall exceed the maximum amount authorized pursuant to the Interim Order, the final order of the Bankruptcy Court (with respect to which the time to appeal, petition for certiorari, application or motion for reversal, rehearing, reargument, stay, or modification has expired, no injunction petition, application or motion for reversal, rehearing, reargument, stay or modification thereof or for a writ of certiorari with respect thereto has been filed or granted or the order or judgment of the Bankruptcy Court has been affirmed by the highest court to which the order or judgment was appealed and is no longer subject to any or further appeal or petition, application or motion for reversal, rehearing, reargument, stay or modification thereof or for any writ of certiorari with respect thereto or further judicial review in any form) granting final approval of this Agreement and the other restraining order Loan Documents (and permitting such Loan), and substantially in the form of the Interim Order (with such changes as the Underwriters shall agree) (the “Final Order”), shall have been issued and no hearing to cause an injunction or other restraining order to be issued entered by the Bankruptcy Court shall be pending or noticed with respect to any actionin full force and effect, suit or proceeding seeking to enjoin and shall not have been stayed, reversed, vacated or otherwise prevent modified.
(ix) The proceeds of such Loan shall not be used (A) to pay professional fees approved by the consummation ofBankruptcy Court (other than ordinary course professional fees and costs related to the financial audits) of the Loan Parties (the “Loan Party Professional Fees”) accrued in any month (the “Tested Month”) to the extent that if, after giving effect to such payment, the aggregate amount of all payments made by the Loan Parties for the Loan Party Professional Fees accrued from the Filing Date through and including the Tested Month exceeds the aggregate amount of such fees set forth for such period in the Budget, plus 15% of such aggregate amount, or (B) to recover pay professional fees approved by the Bankruptcy Court (other than ordinary course professional fees and costs related to the financial audits) of any damages or obtain relief as a result ofcreditors’ committee fees (the “Creditors’ Committee Professional Fees”) accrued in any Tested Month to the extent that if, after giving effect to such payment, the transactions contemplated aggregate amount of all payments made by this Agreement or the making Loan Parties for the Creditors’ Committee Professional Fees accrued from the Filing Date through and including the Tested Month exceeds the aggregate amount of Loans hereundersuch fees set forth for such period in the Budget, plus 15% of such aggregate amount.
Appears in 1 contract
Samples: Superpriority Debtor in Possession Credit Agreement (Propex Inc.)
Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date shall be or to pay the Purchase Price on the Restatement Closing Date are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative The Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B2.2B, an originally executed Notice of Borrowing, in each case signed by an Authorized Officer of the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of the Company 83 95 designated by any of the above-described officers on behalf of the Company in a writing delivered to Administrative the Agent.
B. If the aggregate principal amount of the outstanding Loans as of that Funding Date is less than the amount secured by the Mortgages recorded in New York and Florida, then the Company shall pay all mortgage recording taxes, general intangible taxes or similar Taxes payable as a result of the borrowing of Loans on such Funding Date, in all states in which a Mortgaged Property is located (including, without limitation, New York and Florida) to the extent required by subsection 3.1F(v), and the Company shall provide evidence satisfactory to the Agent that all such taxes have been paid.
C. As of that Funding Date:
(i) The the representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier datedate (including references to "the Restatement Closing Date" or "the date hereof"), in which case such representations and warranties shall have been true, true and correct and complete in all material respects on and as of such earlier date;
(ii) No no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default, including a breach or violation of Section 4.09 of the Mortgage Note Indenture with respect to the consummation of such borrowing;
(iii) Company each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No no order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The the making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and;
(vi) There there shall not be pending or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by the Company in writing pursuant to subsection 5.6 4.5 or 6.1(x5.1(xii) prior to the making of the last preceding such Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, that would be expected reasonably likely materially and adversely to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent affect the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.Mortgaged
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Prime Hospitality Corp)
Conditions to All Loans. The obligations of Lenders to make Revolving Loans and of Swing Line Lender to make Swing Line Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B2.1C, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or or, to Company's Best Knowledge (following the reasonable exercise of diligence appropriate for the circumstance in question by the officers of the Company executing the applicable Notice of Borrowing), a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;; provided that any such order, judgment or decree shall only relieve that Lender on whom such order, judgment or decree is binding from its obligation to make Loans to Company.
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and;
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder; and
(vii) No Material Adverse Effect (in the sole opinion of each Lender) shall have occurred since either (i) March 31, 1997 or (ii) the date of the most recent audited financial statements of the Company delivered pursuant to subsection 6.1(iii); provided that such opinion by any Lender as to the occurrence of a Material Adverse Effect shall only relieve that Lender holding such opinion from its obligation to make Loans to Company.
C. Neither Administrative Agent nor any Lender has given each other Lender written notice that it has actual knowledge of the occurrence of any event that, on such Funding Date, either (i) causes any of the representations and warranties to be made by Company on such date to be untrue in any material respect as of such date or (ii) causes any representations and warranties that specifically relate to an earlier date to have been untrue in any material respect on and as of such earlier date.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make all Loans (which shall not include conversions or continuations of existing Loans pursuant to subsection 2.2D) on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1B, as the case may be, before that Funding Date, an originally executed Notice of Borrowing, in each case Borrowing signed by the chief executive officer, the chief financial officer officer, the treasurer or the any assistant treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) 1. The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) 2. No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute (a) an Event of Default or (b) a Potential Event of Default;
(iii) Company 3. Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) 4. No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding DateLoan;
(v) 5. The making of the Loans requested on such Funding Date shall not violate any law includinglaw, without limitation, including Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemBoard; and
(vi) 6. There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company any Loan Party or any of its Subsidiaries or any property of Company any Loan Party or any of its Subsidiaries Subsidiaries, that has not been disclosed by Company in writing pursuant to subsection 5.6 4.6 or 6.1(x5.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), ) and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would reasonably be expected to have a Material Adverse Effect; and no . No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by Refinancings and related transactions, this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief principal financial officer, the principal accounting officer or the treasurer of Company each Borrower or by any executive officer authorized employee of Company each Borrower designated by any of the above-described officers on behalf of Company such Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(viv) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Companyany Credit Agreement Party, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company any Credit Agreement Party in writing pursuant to subsection 5.6 or 6.1(x6.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Dominos Inc)
Conditions to All Loans. The obligations of Lenders each Lender to make Loans on each Funding Date shall be (other than any Funding Date relating to any Refunded Swing Line Loans) are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental govern mental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse EffectEffect ; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, (i) in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company the Borrower or by any executive other authorized signatory of such Borrower, and (ii) a certificate executed by the chief financial officer of Company designated by certifying to Agent that, such chief financial officer is not aware of any information contained in the Forecast which is false or misleading or of any omission of information which causes such Forecast to be false or misleading and that the proceeds of the above-described officers Loans requested on behalf of Company such Funding Date shall be applied in a writing delivered to Administrative Agentmanner consistent with, and for the purposes identified in, such Forecast.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any courtcourt (including, without limitation, the Court), arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The Interim Borrowing Order and/or the Final Borrowing Order, as applicable, shall be unstayed;
(vi) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemSystem or any other comparable or similar law of any Governmental Authority; and
(vivii) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company any Borrower in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Goss Graphic Systems Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer a duly authorized Officer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentBorrowers.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date; provided, that where a representation and warranty is already qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on Borrowers shall have delivered such Funding Date other certificates or documents that Agent shall not violate any law includingreasonably request, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve Systemin form and substance satisfactory to Agent; and
(vi) There The aggregate amount of Cash constituting available and collected balances in a Deposit Account and Cash Equivalents held by Borrowers, minus the amount of payments reasonably expected to be made within the next three Business Days shall not exceed $1,000,000 or such greater amount as may be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed approved by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunderAgent.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the president, the chief financial officer or the treasurer of Company Borrower or by any executive officer of Company Borrower designated by any of the above-described officers on behalf of Company Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of CompanyBorrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company Borrower in writing pursuant to subsection 5.6 or 6.1(x6.1(viii) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. The Applicable Administrative Agent and Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case Borrowing signed by a Responsible Officer of the chief executive officerapplicable Borrower, the chief financial officer or the treasurer of Company or by any executive officer of Company the applicable Borrower designated by any of the above-described officers Responsible Officer on behalf of Company the applicable Borrower, in a writing delivered to the Applicable Administrative Agent and Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent that changes in the facts and conditions on which such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier dateare based are required or permitted under this Agreement;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company and each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of CompanyCompany or any Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement)Subsidiaries, and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosedarbitration, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would reasonably be expected to have a Material Adverse Effect, unless disclosed to and consented to by Requisite Lenders; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans Loans, the issuance of Letters of Credit or the creation and purchase of Bankers' Acceptances hereunder; and
(v) No Company Change of Control shall have occurred.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer officer, the principal accounting officer, the treasurer or the treasurer controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects and shall omit no material facts which would cause such representation or warranty to be materially misleading in the context in which it was made on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects and shall have omitted no material facts which would cause such representation or warranty to have been materially misleading in the context in which it was made on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it (except as otherwise disclosed to and agreed to by Requisite Lenders) on or before that Funding Date;; and
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Arterial Vascular Engineering Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief principal financial officer, the principal accounting officer or the treasurer of Company each Borrower or by any executive officer authorized employee of Company each Borrower designated by any of the above-described officers on behalf of Company such Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(viv) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Companyany Credit Agreement Party, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company any Credit Agreement Party in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Dominos Pizza Government Services Division Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x6.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief principal financial officer, the principal accounting officer or the treasurer of Company or by any executive officer authorized employee of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(viv) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Holdings or Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Holdings or Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse EffectEffect or be inconsistent with the financial statements, balance sheets or financial projections delivered in accordance with subsection 4.1L or 4.1M; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Sealy Corp)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent Each Lender shall have received before that Funding Date, in accordance with the provisions of subsection Section 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agenteach Lender.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 Section 4.5 or 6.1(x5.1(iv) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Falcon Financial Investment Trust)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company the applicable Borrower or by any executive officer of Company such Borrower designated by any of the above-described officers on behalf of Company the applicable Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental govern mental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Companyany Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company any Borrower in writing pursuant to subsection 5.6 or 6.1(x6.1(xi) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise other wise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders the Lender to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent The Lender shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, officer or the chief financial officer or of the treasurer of Company or by any executive officer of the Company designated by any of the above-described officers on behalf of the Company in a writing delivered to Administrative Agentthe Lender.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of a Default or a Potential Event of Default;
(iii) The Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any the Lender from making the Loans Loan to be made by it it, on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and;
(vi) There shall not be pending or, to the knowledge of the Company, threatened, any action, suit, proceeding, Environmental Claim, governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries that has not been disclosed by the Company in writing and that is required to be so disclosed pursuant to subsection 5.6 4.6, 4.13 or 6.1(x5.1(xi) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement)Loans, and there shall have occurred no development not so disclosed in any such action, suit, proceeding, Environmental Claim, governmental investigation or arbitration so disclosed, disclosed that, in either event, in the good faith opinion of Administrative Agent or of Requisite Lendersthe Lender, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, of any of the transactions contemplated by this Agreement or Agreement, including the making of Loans hereunder;
(vii) Neither the Company nor its Subsidiaries shall have any Hedge Agreements in effect;
(viii) Except for the funding of the Initial Loan, for each of the fifteen days prior to any Funding Date the daily volume weighted average per share price of the common stock of the Company shall be at or above $5.00 as determined by Bloomberg, L.P.;
(ix) Except for the funding of the Initial Loan, the cash flow of the Company for the fourth quarter of 1998 (as determinable after January 1, 1999) shall match or be more positive than the Projections which the Company has delivered to the Lender prior to the Closing Date;
(x) The shareholder's equity of the Company as applied on a consistent basis with GAAP shall be greater than $150,000,000; and
(xi) Except for the funding of the Initial Loan, the value of the Collateral shall be greater than $28,000,000, as determined by the Lender in its reasonable discretion.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, chief operating officer, president, the chief principal financial officer, the principal accounting officer or the treasurer of Company or by any executive officer authorized employee of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it After making the Loans requested on or before that such Funding Date, the Total Utilization of Commitments shall not exceed the Adjusted Borrowing Base Amount then in effect;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Holdings or Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Holdings or Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse EffectEffect or be inconsistent with the financial statements, balance sheets or financial projections delivered in accordance with subsection 4.2L or 4.2M; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of the Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. The Administrative Agent shall have received before that Funding Date, except as provided with respect to Swing Line Loans in subsection 2.1A(ii), in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company the applicable Borrower or by any executive officer of Company the applicable Borrower designated by any of the above-described officers on behalf of Company the Borrowers in a writing delivered to the Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;; and
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, including Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are, in addition to the conditions precedent to effectiveness set forth in Section 4.1, subject to the satisfaction of each of the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company each Borrower or by any executive officer of Company the such Borrower designated by any of the above-described officers on behalf of Company such Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Amended Loan Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental govern- mental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and;
(vi) There shall not be pending or, to the knowledge of Companyeither Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company Borrowers in writing pursuant to subsection 5.6 5.9 or 6.1(x6.1(xii) prior to the making of the last preceding Loans (or, in the case of the initial Loans made upon following the Closing Effective Date, prior to the execution of this AgreementEffective Date), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would could reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement Amended Loan Agreement;
(vii) Agent and Collateral Agent shall have received on behalf of Lenders such approvals, filings, opinions and documents as Agent or Collateral Agent may reasonably request; and
(viii) No event or change shall have occurred that would cause or evidence, either in any case or in the making aggregate, a Material Adverse Effect. The acceptance by Borrowers of the proceeds of any Loans hereundershall be deemed to constitute, as of the date of such acceptance, (i) a representation and warranty by Borrowers that the conditions in this Section 4.3 have been satisfied and (ii) a confirmation by Borrowers of the granting and continuance of the Collateral Agent's Lien (on behalf of the Lenders) in the Collateral pursuant to the Loan Documents.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, on or before any Funding Date, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company and/or Libbey Canada, as the case may be, or by any executive officer of Company and/or Libbey Canada, as the case may be, designated by any of the above-described officers on behalf of Company and/or Libbey Canada, as the case may be, in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except (a) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier datedate and (b) to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under this Agreement;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Each of Company and Libbey Canada shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viiv) There shall not be pending or, to the knowledge of CompanyCompany or Libbey Canada, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 4.6 or 6.1(x5.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would reasonably be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans or the issuance of Letters of Credit hereunder.
Appears in 1 contract
Samples: Credit Agreement (Libbey Inc)
Conditions to All Loans. The obligations of the Lenders to make Loans (other than Loans used to reimburse the Swing Line Lender under subsection 2.1A(ii)(b)) on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. The Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any a duly authorized Officer of the above-described officers on behalf of Company in a writing delivered to Administrative AgentCompany.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided, that this clause shall not apply to any Discretionary Swing Line Loan to the extent waived by the Administrative Agent in its sole discretion in connection with such Discretionary Swing Line Loan;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default; provided, however, that this clause shall not apply to any Discretionary Swing Line Loan to the extent waived by the Administrative Agent in its sole discretion in connection with such Discretionary Swing Line Loan;
(iii) Company Each Loan Party and each Receivables SPV shall have performed in all material respects all agreements and satisfied all conditions which that this Agreement or any of the other Loan Documents provides shall be performed or satisfied by it on or before that Funding Date; provided, however, that this clause shall not apply to any Discretionary Swing Line Loan to the extent waived by the Administrative Agent in its sole discretion in connection with such Discretionary Swing Line Loan;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Government Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer officer, the treasurer or the any assistant treasurer of Company or by any other executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans Loan to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 4.6 or 6.1(x5.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief principal financial officer, the principal accounting officer or the treasurer of Company Borrower or by any executive officer authorized employee of Company Borrower designated by any of the above-described officers on behalf of Company Borrower in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(viv) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Companyany Credit Agreement Party, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company any Credit Agreement Party in writing pursuant to subsection 5.6 or 6.1(x6.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Dominos Inc)
Conditions to All Loans. The obligations of Lenders to make all Loans (which shall not include conversions or continuations of existing Loans pursuant to subsection 2.2D) on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received before that Funding Datereceived, in accordance with the provisions of subsection 2.1B, as the case may be, before that Funding Date, an originally executed Notice of Borrowing, in each case Borrowing signed by the chief executive officer, the chief financial officer officer, the treasurer or the any assistant treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) 1. The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) 2. No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute (a) an Event of Default or (b) a Potential Event of Default;
(iii) Company 3. Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) 4. No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding DateLoan;
(v) 5. The making of the Loans requested on such Funding Date shall not violate any law includinglaw, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve SystemBoard; and
(vi) 6. There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company any Loan Party or any of its Subsidiaries or any property of Company any Loan Party or any of its Subsidiaries Subsidiaries, that has not been disclosed by Company in writing pursuant to subsection 5.6 4.6 or 6.1(x5.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), ) and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would reasonably be expected to have a Material Adverse Effect; and no . No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by of this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, chief operating officer, president, the chief principal financial officer, the principal accounting officer or the treasurer of Company or by any executive officer authorized employee of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date such date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of DefaultDefault ;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it After making the Loans requested on or before that such Funding Date, the Total Utilization of Commitments shall not exceed the Adjusted Borrowing Base Amount then in effect;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, including Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(viv) There shall not be pending or, to the knowledge of Holdings or Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Holdings or Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the reasonable opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse EffectEffect or be inconsistent with the financial statements, balance sheets or financial projections delivered in accordance with subsection 4.2; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (Anthony Crane Rental Holdings Lp)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent Lenders shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative AgentLenders.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein in Section 4 and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender Lenders from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 4.6 or 6.1(x5.1(ix) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
(vii) Company shall have taken or caused to be taken such actions in such a manner so that Lenders have a valid and perfected first priority security interest in the entire Collateral with respect to which a security interest can be perfected by the filing of UCC financing statements.
(viii) Lenders shall have received an Officers' Certificate of Company, dated the Funding Date confirming compliance with the conditions precedent set forth in this Section 3 with respect to the Loan to be made on such date.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer controller of Company or by any executive officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agent.
C. B. As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, true and correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, true and correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it it, on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries that has not been disclosed by Company in writing and that is required to be so disclosed pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Dateinitial Loans, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, disclosed that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Samples: Credit Agreement (MBW Foods Inc)
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the prior satisfaction of all of the conditions set forth in subsection 3.1 and to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. (A) Administrative Agent shall have received before that Funding Date, in accordance with the provisions of subsection 2.1B, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company the applicable Borrower or by any executive officer of Company such Borrower designated by any of the above-described officers on behalf of Company such Borrower in a writing delivered to Administrative Agent.
C. (B) As of that Funding Date:
(i) The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default;
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;; and
(iv) No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
Conditions to All Loans. The obligations of Lenders to make Loans on each Funding Date shall be are subject to the following further conditions precedent:
A. With respect to any Additional Credit Loans, the conditions precedent specified in subsection 4.5 shall have been satisfied with respect to the applicable Additional Credit Commitment.
B. Administrative Agent shall have received on or before that Funding Date, in accordance with the provisions of subsection 2.1B2.1E, an originally executed Notice of Borrowing, in each case signed by the chief executive officer, the chief financial officer or the treasurer of Company or by any executive a duly authorized officer of Company designated by any of the above-described officers on behalf of Company in a writing delivered to Administrative Agentapplicable Borrower.
C. B. As of that Funding Date:
(i) The Except with respect to Loans under the Delayed Draw Commitments, the proceeds of which are to be used to fund a redemption of Inside Maturity Notes for which irrevocable notice has been given (a “Redemption Draw”), the representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, 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, correct and complete in all material respects on and as of such earlier date;
(ii) No Except in the case of a Redemption Draw, no event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Notice of Borrowing that would constitute an Event of Default or a Potential Event of Default. In the case of a Redemption Draw, no Event of Default (or Potential Event of Default) shall have occurred and be continuing under subsections 7.1, 7.6, 7.7 or 7.9 (with respect to a Borrower);
(iii) Company Each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before that Funding Date;
(iv) No order, judgment or decree of any court, arbitrator or governmental authority Governmental Authority shall purport to enjoin or restrain any Lender from making the Loans to be made by it on that Funding Date;; and
(v) The making of the Loans requested on such Funding Date shall not violate any law including, without limitation, Regulation G, Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System; and
(vi) There shall not be pending or, to the knowledge of Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that has not been disclosed by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the making of the last preceding Loans (or, in the case of the Loans made upon the Closing Date, prior to the execution of this Agreement), and there shall have occurred no development not so disclosed in any such action, suit, proceeding, governmental investigation or arbitration so disclosed, that, in either event, in the opinion of Administrative Agent or of Requisite Lenders, would be expected to have a Material Adverse Effect; and no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
Appears in 1 contract
