Common use of Conditions to Subsequent Credit Extensions Clause in Contracts

Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans, ( or Term SOFR Loans, as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increases) is subject to satisfaction or waiver of the following conditions precedent: The representations and warranties of each Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be true and correct in all material respects, in each case on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or Term SOFR Loans, as applicable, and (y) a Credit Extension of Incremental Term Loans in accordance with a Limited Condition Acquisition) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Appears in 2 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

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Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans, ( or Term SOFR Loans, as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increases) Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (xi) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Eurocurrency RateSOFR Loans or Term SOFR Loans, as applicable, and (yii) a Credit Extension of Incremental Term Loans in accordance connection with a Limited Condition AcquisitionTransaction) submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.. ARTICLE V

Appears in 1 contract

Samples: Credit Agreement (Array Technologies, Inc.)

Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to after the other Type, or a continuation of Eurodollar Rate Loans, ( or Term SOFR Loans, as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increases) Date is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The applicable Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (xi) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Eurocurrency RateTerm Benchmark Loans or Term SOFR Loans, as applicable, and (yii) a Credit Extension of Incremental Term Loans in accordance connection with a Limited Condition AcquisitionTransaction) submitted by the Borrower Company shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.. 153 #95598837v24

Appears in 1 contract

Samples: Credit Agreement (Shoals Technologies Group, Inc.)

Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension (other than (x) a any Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans, ( or Term RateTerm SOFR Loans), as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increases) is subject to satisfaction or waiver of the following conditions precedent: The representations and warranties of each Loan Party the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in (except for the case of such representations and warranties which are not otherwise subject to a materiality qualification contained in accordance with its terms, Sections 5.05(c) and 5.06) shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, in each case ) on and as of the date of such Credit ExtensionExtension and any Increase Effective Date, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or in the case of such representations warranty qualified by materiality or Material Adverse Effect, which shall be true and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, correct in all material respects) as of such earlier datedate and (ii) except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. The Administrative Agent and, if applicable, an L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (x) a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or Term RateTerm SOFR Loans, as applicable, and (y) a Credit Extension of Incremental Term Loans in accordance with a Limited Condition Acquisition) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Appears in 1 contract

Samples: Credit Agreement (Darden Restaurants Inc)

Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension on or after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans, ( or Term SOFR Loans, as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increases) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Committed Loan Notice, a Swing Line Loan Notice or a Letter of Credit Extension Application, as applicable, relating to the Credit Extension, in each case, in accordance with the requirements hereof. (d) After giving effect to the Loans or Letters of Credit requested to be made or issued on any such date and the use of proceeds thereof, the Total Outstandings shall not exceed the Line Cap at such time. Each Request for Credit Extension (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or Term SOFR Loans, as applicable, and (y) a Credit Extension of Incremental Term Loans in accordance with a Limited Condition Acquisition) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.. 115

Appears in 1 contract

Samples: Abl Credit Agreement (Utz Brands, Inc.)

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Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension on or after the Closing Date (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans, ( or Term SOFR Loans, as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increases) is subject to satisfaction or waiver of the following conditions precedent: (a) The representations and warranties of the Borrowers and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom. (c) The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Committed Loan Notice, a Swing Line Loan Notice or a Letter of Credit Extension Application, as applicable, relating to the Credit Extension, in each case, in accordance with the requirements hereof. (d) After giving effect to the Loans or Letters of Credit requested to be made or issued on any such date and the use of proceeds thereof, the Total Outstandings shall not exceed the Line Cap at such time. Each Request for Credit Extension (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or Term SOFR Loans, as applicable, and (y) a Credit Extension of Incremental Term Loans in accordance with a Limited Condition Acquisition) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Conditions to Subsequent Credit Extensions. 115 . The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (xi) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate 126 Loans or (ii) with respect to the incurrence of Delayed Draw Term Loans, ( or Term SOFR Loans, as applicable and (y) a Credit Extension of Incremental Term Loans in connection with a Limited Condition Acquisition and (z) the Post-Closing Increaseswhich shall be governed by Section 4.03) is subject to satisfaction or waiver of the following conditions precedent: The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, Document shall be true and correct in all material respects, in each case respects on and as of the date of such Credit Extension; provided that, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided, further, that in the case of an Incremental Facility the proceeds of which will be used to finance a Limited Condition Transaction, the foregoing will be limited to the Specified Representations. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereoftherefrom; provided, that, in the case of any Incremental Facilities, the proceeds of which will be used to finance a Limited Condition Transaction, this clause (b) shall be limited to Specified Events of Default. The Administrative Agent and, if applicable, an the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than (x) a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans or Loans) other than a Delayed Draw Term SOFR Loans, as applicable, and (y) a Credit Extension of Incremental Term Loans in accordance with a Limited Condition Acquisition) Loan submitted by the Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and and, if applicable, (b) have been satisfied on and as of the date of the applicable Credit Extension.

Appears in 1 contract

Samples: Credit Agreement (Holley Inc.)

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