Common use of Conditions to Extension Clause in Contracts

Conditions to Extension. In connection with any Commitment Termination Extension Request, each extension of the Commitment Termination Date shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension Effective Date: (i) the aggregate amount of the Commitments of the Extending Lenders, together with the aggregate amount of the Commitments of the Additional Commitment Lenders, with respect to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date; (ii) the Administrative Agent shall have received a certificate of the Company dated as of such Commitment Termination Extension Effective Date signed by an officer of the Company (A) certifying and attaching the resolutions adopted by the Company authorizing the transaction and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects on and as of such Commitment Termination Extension Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and except that, for purposes of this Section, the representations and warranties contained in Section 4.02(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(b) and (y) no Default or Event of Default has occurred and is continuing; (iii) the Administrative Agent shall have received the documentation contemplated by paragraph (c) of this Section, executed by the relevant parties thereto; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received, legal opinions and board resolutions consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent.

Appears in 3 contracts

Samples: Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)

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Conditions to Extension. In connection with any Commitment Termination Extension Request, each extension of the Commitment Termination Date shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension Effective Date: (i) the aggregate amount of the Commitments of the Extending Lenders, together with the aggregate amount of the Commitments of the Additional Commitment Lenders, with respect to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date; (ii) the Administrative Agent shall have received a certificate of the Company dated as of such Commitment Termination Extension Effective Date signed by an officer of the Company (A) certifying and attaching the resolutions adopted by the Company authorizing the transaction and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (or, in the case of any such representations and warranties qualified as to materiality, in all respects) on and as of such Commitment Termination Extension Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and except that, for purposes of this Section, the representations and warranties contained in Section 4.02(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(b) and (y) no Default or Event of Default has occurred and is continuing; (iii) the Administrative Agent shall have received the documentation contemplated by paragraph (c) of this Section, executed by the relevant parties thereto; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received, customary legal opinions and board resolutions consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agentresolutions.

Appears in 1 contract

Samples: Credit Agreement (American International Group, Inc.)

Conditions to Extension. In connection with any Commitment Termination Extension Request, each extension of the Commitment Termination Date shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension Effective Date: (i) the aggregate amount of the Commitments of the Extending LendersBanks, together with the aggregate amount of the Commitments of the Additional Commitment LendersBanks, with respect to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date; (ii) the Administrative Agent shall have received a certificate of the Company Borrower dated as of such Commitment Termination Extension Effective Date signed by an officer of the Company Borrower (A) certifying and attaching the resolutions adopted by the Company authorizing the transaction Borrower approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties of the Company Borrower set forth in this Agreement shall be true and correct in all material respects on and as of such Commitment Termination Extension Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and except that, for purposes of this Section, the representations and warranties contained in Section 4.02(a4.01(e) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(b) and (y) no Default or Event of Default has shall have occurred and is be continuing; (iii) the Administrative Agent shall have received the documentation contemplated by paragraph (c) of this Section, executed by the relevant parties thereto; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received, legal opinions and board resolutions consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Revolving Credit Agreement (Union Pacific Corp)

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Conditions to Extension. In connection with any Commitment Termination Extension Request, As a condition precedent to each such extension of the Commitment Termination Existing Maturity Date pursuant to Section 3.06(b)(ii), the Borrower shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension Effective Date: (i) the aggregate amount of the Commitments of the Extending Lenders, together with the aggregate amount of the Commitments of the Additional Commitment Lenders, with respect deliver to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date; (ii) the Administrative Agent shall have received a certificate of the Company Borrower, dated as of such Commitment Termination Extension Effective Date the date of the effectiveness of the extension of the Existing Maturity Date, signed by an officer a Responsible Officer of the Company (A) certifying and attaching the resolutions adopted by the Company authorizing the transaction and (B) Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (xA) the representations and warranties of the Company Borrower set forth in this Agreement shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) on and as of the date of such Commitment Termination Extension Effective Date as if made extension, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such date extension, such representations and warranties shall continue to be true and correct in all material respects (or, if any such representation already qualified by materiality, Material Adverse Effect or warranty is expressly stated to have been made as of a specific datesimilar qualification, true and correct in all respects) as of such specific specified earlier date), and except that, for purposes of this Section, the representations and warranties contained in Section 4.02(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(b) and (yB) no Default or Event of Default has shall have occurred and is be continuing; , (iiiii) deliver to the Administrative Agent shall have received the documentation contemplated by paragraph (c) of this Sectionappropriate resolutions, executed by the relevant parties thereto; and (iv) to the extent legal opinions and other certificates, in each case, as may be reasonably requested by the Administrative Agent, the Administrative Agent shall have received, legal opinions and board resolutions consistent with substantially similar to those documents delivered on the Closing Effective Date other than changes pursuant to such legal opinion resulting from a change Section 6.01(b), (c), (d) and (f) with respect to the Borrower or which shall otherwise be in law, change in fact or change to counsel’s form of opinion and substance reasonably satisfactory to the Administrative Agent. and (iii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Banks) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to Section 3.06(b) and any assignment pursuant to Section 3.06(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended.

Appears in 1 contract

Samples: Credit Agreement (Coterra Energy Inc.)

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