Common use of Conditions to Making of Delayed Draw Term Loans Clause in Contracts

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​ (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​ (C) no Default or Event of Default exists and is continuing or would result therefrom; ​ (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments; (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to Agent, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date); ​ (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or working capital of the Credit Parties; and (H) (1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the ​ satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​ (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​; (C) no Default or Event of Default exists and is continuing or would result therefrom; ​ (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments; (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to Agent, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date); ​ (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or working capital of the Credit Parties; and (H) (1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​: (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​; (C) no Default or Event of Default exists and is continuing or would result therefrom; ​; (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments; (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to Agent, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, (1) the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date), and (2) the Total Leverage Ratio (determined on a pro forma basis after the making of such Delayed Draw Term Loan) shall not exceed 3.25:1.00; ​and (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or working capital of the Credit Parties; and (H) (1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​ (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​; (C) no Default or Event of Default exists and is continuing or would result therefrom; ​; (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments; (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to Agent, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, (1) the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date), and (2) the Total Leverage Ratio (determined on a pro forma basis after the making of such Delayed Draw Term Loan) shall not exceed 3.25:1.00; ​and ; (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or working capital of the Credit Parties; and (H) (1​ ​(1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​: (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​ (C) no Default or Event of Default exists and is continuing or would result therefrom; ​ (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments;; ​ (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to Agent, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, (1) the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date), and (2) the Total Leverage Ratio (determined on a pro forma basis after the making of such Delayed Draw Term Loan) shall not exceed 3.25:1.00; ​and (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or working capital of the Credit Parties; and (H) (1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​: (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​; (C) no Default or Event of Default exists and is continuing or would result therefrom; ​; (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments; (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to AgentAgent in writing, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, (1) the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date), (2) Borrower shall have raised cash equity after the Closing Date in an amount equal to at least $10,000,000, and (3) Borrower shall have gross revenue of at least $4,000,000 for each of the immediately three (3) previous Fiscal Months (including on a pro forma basis after giving effect to any losses in respect of acquisitions made during such period) ; ​and (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or growth capital purposes, working capital purposes and general corporate purposes of the Credit Parties; and (H) (1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.

Conditions to Making of Delayed Draw Term Loans. The (x) obligation of each Delayed Draw Term Loan Lender to make any Fourth Amendment Delayed Draw Term Loan is subject to the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Fourth Delayed Draw Term Loan, and (y) the making of any Discretionary Delayed Draw Term Loan is subject to each Delayed Draw Term Loan Lender’s sole and absolute discretion and the satisfaction of the following conditions precedent on the relevant funding date, both immediately before and immediately after giving effect to the making of any Discretionary Delayed Draw Term Loan: ​ ​ ​ ​: (A) Agent shall have received a Delayed Draw Term Loan Borrowing Request; (B) The representations and warranties contained in this Agreement and in each of the other Loan Documents, certificate or other writing delivered to the Agent pursuant thereto are true and correct in all material respects as of the applicable funding date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date (except in each case (whether the applicable funding date or such earlier date) to the extent that such representation or warranty is qualified by “Material Adverse Effect” or any other materiality qualifier, in which case it is true and correct in all respects); ​ (C) no Default or Event of Default exists and is continuing or would result therefrom; ​ ​ (D) the aggregate Delayed Draw Term Loan Funded Amount of all Delayed Draw Term Loan Lenders would not exceed the aggregate Delayed Draw Term Loan Commitments; (E) the Delayed Draw Term Loan Funded Amount of any Delayed Draw Term Loan Lender would not exceed such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment; (F) Borrower shall certify to Agent, and attach evidence to the Delayed Draw Term Loan Borrowing Request demonstrating, that immediately before and immediately after the making of the requested Delayed Draw Term Loan, (1) the Credit Parties are in compliance on a pro forma basis with the financial covenants set forth under Section 4.2 (based on the financial covenant levels for the testing period then most recently ended or, in the case of any proposed Delayed Draw Term Loan to be made prior to first date on which the financial covenants are tested under Section 4.2, for the period ending on such first date), and (2) the Total Leverage Ratio (determined on a pro forma basis after the making of such Delayed Draw Term Loan) shall not exceed 3.25:1.00; ​and (G) the proceeds of the Delayed Draw Term Loan shall only be used for Permitted Acquisitions or working capital of the Credit Parties; and (H) (1) solely with respect to any Fourth Amendment Delayed Draw Term Loan, Borrower shall have satisfied each condition set forth in Section 4 to the Fourth Amendment, and (2) solely with respect to any Discretionary Delayed Draw Term Loan, Borrower shall (aa) have complied with the provisions of Section 4.5 as of the relevant funding date and (bb) shall use commercially reasonable best efforts to actively receive Net Cash Proceeds from Equity Issuances or Subordinated Debt issuances in an amount equal to at least $500,000 on terms acceptable to the Agent and the Lenders. ​ Each Delayed Draw Term Loan Borrowing Request submitted by Borrower to Agent shall constitute a representation and warranty by Borrower hereunder, as of the date such Delayed Draw Term Loan is requested to be made, that all of the conditions in this Section 1.1(b) are satisfied. It is understood and agreed that, notwithstanding the Credit Parties meeting the conditions set forth in this Section 1.1(b), the Discretionary Delayed Draw Term Loan facility is an uncommitted facility and the Discretionary Delayed Draw Term Loan Lenders may, in their sole and absolute discretion, elect to not fund any Discretionary Delayed Draw Term Loans for any reason whatsoever.