Conditions to each Delayed Draw Term Loan Sample Clauses

Conditions to each Delayed Draw Term Loan. The obligation of the Lenders to make a Delayed Draw Term Loan is subject to the satisfaction of the following additional conditions: (a) receipt by Agent of a Notice of Borrowing; (b) receipt of Notes aggregating the amount of the funded Delayed Draw Term Loans; provided that unless the applicable Delayed Draw Term Lender has requested such Note at least two (2) Business Days prior to the date of funding, such Notes may instead be delivered within five (5) Business Days following the date of funding (or such longer period as the applicable Delayed Draw Term Lender may agree in its sole discretion); (c) the satisfaction of the conditions set forth in Section 2.1(b); (d) the fact that, immediately before and after the funding of such Delayed Draw Term Loan, no Default or Event of Default shall have occurred and be continuing; (e) the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (f) the absence of any fact, event or circumstance that would reasonably be expected to result in a Material Adverse Effect; and (g) the Agent and the Lenders shall have received a certificate executed by an Authorized Officer of the Borrower, in form and substance reasonably satisfactory to the Agent and the Required Lenders, certifying the conditions in clauses (d), (e) and (f) have been satisfied or waived in all respects. Each giving of a Notice of Borrowing hereunder and each acceptance by Borrower of the proceeds of any Delayed Draw Term Loan made hereunder shall be deemed to be (y) a representation and warranty by Borrower on the date of such notice or acceptance as to the facts specified in this Section (other than clause (c)), and (z) a restatement by Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct in all material respects as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date).

Conditions to each Delayed Draw Term Loan. The agreement of each Delayed Draw Term Loan Lender to make the extensions of credit under the Delayed Draw Term Loan Facility requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Filtration Acquisition Closing Date, of the following conditions precedent:

Conditions to each Delayed Draw Term Loan. The obligation of the Lenders to make any Delayed Draw Term Loan hereunder is subject to the satisfaction or waiver in writing of the following conditions prior to the making of such Delayed Draw Term Loan: (a) Liquidity shall not be greater than $20,000,000 on a pro forma basis, immediately after giving effect to such Delayed Draw Term Loan, as set forth on the applicable Delayed Draw Certificate; (b) the Agent shall have received a Delayed Draw Certificate from a Responsible Officer certifying (x) Liquidity (calculated on a pro forma basis after giving effect to such Delayed Draw Term Loan) and attaching backup calculations reasonably requested by the Agent and (y) the use of proceeds for such Borrowing; and (c) the Delayed Draw Availability Period shall not have expired.

Conditions to each Delayed Draw Term Loan. The obligation of the Lenders to make any Delayed Draw Term Loan hereunder is subject to the satisfaction or waiver in writing of the following condition prior to the making of such Delayed Draw Term Loan: (a) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis as of the end of the most recently ended Test Period and both before and after giving effect thereto, with a First Lien Net Leverage Ratio of 3.75 to 1.00; (b) the relevant portion of the “Subsequent Delayed Draw Closing Payment” specified in the Closing Payments Letter payable in connection with the Borrowing of such Delayed Draw Term Loan shall have been paid in accordance with the terms thereof; (c) Liquidity shall not be less than $40,000,000 as set forth on the applicable Delayed Draw Certificate; and (d) the Agent shall have received a Delayed Draw Certificate from a Responsible Officer certifying (x) the First Lien Net Leverage Ratio and attaching backup calculations reasonably requested by the Agent, (y) Liquidity and attaching backup calculations reasonably requested by the Agent and (z) the use of proceeds for such Borrowing.

Conditions to each Delayed Draw Term Loan. The agreement of each Lender to make any Delayed Draw Term Loan requested to be made by it on any date is subject to the satisfaction of the following conditions precedent (the “Delayed Draw Conditions”):

Conditions to each Delayed Draw Term Loan