Common use of Delayed Draw Certificate Clause in Contracts

Delayed Draw Certificate. The following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Delayed Draw Date, duly executed and delivered by a Responsible Officer of the Borrower representing, warranting and certifying that: (i) both immediately before and after giving effect to the Borrowing on the Delayed Draw Date, (x) the representations and warranties set forth in each Loan Document that are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects, and (z) no Default has occurred and is continuing, or could reasonably be expected to result from the making of the Delayed Draw Loan being advanced, or the consummation of any Transactions contemplated to occur on the Delayed Draw Date, and (ii) all of the conditions set forth in this Section 6.02 have been satisfied (except to the extent waived in writing by the Administrative Agent); provided that, with respect with respect to the representation, warranty and certification referenced in clauses (x) and (y) above relating to representations and warranties set forth in this Agreement or any other Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Delayed Draw Date”, and (2) the Borrower may supplement the Schedules to this Agreement and the other Loan Documents as reasonably necessary in order for such certification to be true and correct on the Delayed Draw Date; provided, further, that, without the prior written consent of the Administrative Agent, no such supplement shall be permitted in the event that the Administrative Agent reasonably determines that the circumstance or event necessitating such supplement was either (A) the result of the occurrence and continuance of a Default, or (B) constituted a Material Adverse Effect or (with respect to any supplement that does not reflect an action or transaction permitted by this Agreement), was otherwise materially adverse to the interests of the Lenders under the Loan Documents. All documents and agreements required to be appended to the certificate delivered pursuant to this Section 6.01(b), if any, shall be in form and substance satisfactory to the Administrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Delayed Draw Certificate. The following statements shall be true and correct, and the Administrative Agent Lender shall have received a certificate, dated as of the Delayed Draw DateDate and in form reasonably satisfactory to the Lender (the “Delayed Draw Certificate”), duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower representingshall agree and acknowledge, warranting among other things, that the statements made therein shall be deemed to be true and certifying that: correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Borrowing on the Delayed Draw Date, Loan (x) the representations and warranties set forth in this Agreement and each other Loan Document that are qualified by materiality, Material Adverse Effect or the like areshall, in each case, true and correct, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, in each case, be true and correct in all respects, ) and (zy) no Default has shall have then occurred and is be continuing, or could reasonably be expected to would result from the making of the Delayed Draw Loan being advanced, or the consummation of any Transactions contemplated to occur be advanced on the Delayed Draw Date, and (ii) all of the conditions set forth in this Section 6.02 have been satisfied (except to the extent waived in writing by the Administrative Agent)satisfied; provided that, with respect with respect to the representation, warranty and certification referenced in clauses clause (x) and (y) above relating to representations and warranties set forth in this Agreement or any other Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Delayed Draw Date”, and (2) the Borrower may supplement the Schedules to this Agreement hereto and the other Loan Documents as reasonably necessary in order for such certification to be true and correct on the Delayed Draw Datecorrect; provided, further, that, without the prior written consent of the Administrative Agent, provided that no such supplement shall be permitted in the event that the Administrative Agent Lender reasonably determines that the circumstance or event necessitating such supplement was either (A) the result of the occurrence and continuance of a Default, or (B) constituted a Material Adverse Effect or (with respect to any supplement that does not reflect an action or a transaction permitted by pursuant to this Credit Agreement), ) was otherwise materially adverse to the interests of the Lenders Lender under the Loan Documents. All documents and agreements required to be appended to the certificate delivered pursuant to this Section 6.01(b)Delayed Draw Certificate, if any, shall be in form and substance reasonably satisfactory to the Administrative AgentLender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Delayed Draw Certificate. The following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Delayed Draw DateDate (the “Delayed Draw Certificate”), in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower representing, warranting and certifying that: (i) both immediately before and after giving effect to the Borrowing making of the Delayed Draw Loan on the Delayed Draw Date, (x) the representations and warranties set forth in each Loan Document that are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and (z) no Default has occurred and is continuing, or could reasonably be expected to result from the making of the Delayed Draw Loan being advancedLoan, or the consummation of any Transactions contemplated to occur on the Delayed Draw Date, and (ii) all of the conditions set forth in this Section 6.02 have been satisfied (except to the extent or waived in writing by the Administrative Agent); provided that, with respect with respect to the representation, warranty and certification referenced in clauses (x) and (y) above relating to representations and warranties set forth in this Agreement or any other each Loan Document, (1) references in such representations and warranties to “the Closing Date” or “the date hereof” shall be deemed to be references to “the Delayed Draw Date”, ” and (2) the Borrower may supplement the Schedules schedules to this Agreement and the other Loan Documents as reasonably necessary in order for such certification to be true and correct on the Delayed Draw Date; provided, further, that, without the prior written consent of the Administrative Agent, that no such supplement shall be permitted in the event that if the Administrative Agent reasonably determines that the circumstance or event necessitating such supplement was either (A) was the result of the occurrence and continuance of a an Event of Default, or (B) constituted a Material Adverse Effect or (with respect to any supplement that does not reflect an action or transaction permitted by this Agreement), ) was otherwise materially adverse to the interests of the Lenders under the Loan Documents. All documents and agreements required to be appended to the certificate delivered pursuant to this Section 6.01(b6.02(b), if any, shall be in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.