Each Request for Credit Extension Sample Clauses

Each Request for Credit Extension. The Lenders shall not be required to honor any Request for Credit Extension, unless on the applicable Borrowing Date: (a) no Unmatured Default or Default has occurred and is continuing or would result from such Request for Credit Extension; (b) each of the representations and warranties set forth in Article 5 (other than the representations and warranties set forth in Sections 5.05, 5.06 and 5.07) are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date; and (c) the Borrower shall have delivered a Request for Credit Extension. Each Request for Credit Extension shall constitute a representation and warranty by the Borrower that the applicable conditions contained in this ‎Section 4.03 have been satisfied as of the applicable Borrowing Date.
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Each Request for Credit Extension. Neither the Lenders nor the L/C Issuers shall be required to honor any Request for Credit Extension unless on the applicable Borrowing Date: (a) No Default or Unmatured Default has occurred and is continuing, or would result from such Advance; and (b) The representations and warranties contained in Article 5 (excluding, with respect to a Borrowing Date occurring after the Closing Date, those contained in Sections 5.05 and 5.07 which shall be made only as of the Closing Date) are true and correct as of such Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Request for Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Section 4.02(a) and (b) have been satisfied.
Sample 1
Each Request for Credit Extension. Neither the Lenders nor the L/C Issuers shall be required to honor any Request for Credit Extension unless on the applicable Borrowing Date: (a) The Effective Date shall have occurred; (b) In the case of the Initial Borrowing Date: (i) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of WBA for each of the three fiscal years most recently ended at least 90 days prior to the Initial Borrowing Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of WBA for each subsequent fiscal quarter ended at least 45 days prior to the Initial Borrowing Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by WBA will satisfy the applicable conditions set forth in this clause (b)(i). The Administrative Agent acknowledges the receipt of each of (i) WBA’s Form 10-K or 10-K/A for the fiscal years ended August 31, 2015, August 31, 2016 and August 31, 2017 and Form 10-Q for the quarterly periods ended November 30, 2017, February 28, 2018 and May 31, 2018 (each of which are deemed to have been delivered by or on behalf of WBA). Notwithstanding the foregoing, in no event shall WBA be required to change its fiscal year end date; (ii) The Administrative Agent shall have received a solvency certificate from the chief financial officer or other financial officer of WBA in the form attached as Exhibit H hereto; and (iii) WBA shall have paid all fees, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Agents and the Lenders, or its counsel on the Initial Borrowing Date and (in the case of expenses) for which WBA has received an invoice at least three (3) Business Days prior to the Initial Borrowing Date. (c) In the case of each Borrowing Date (including, for the avoidance of doubt, the Initial Borrowing Date): (i) No Default or Unmatured Default has occurred and is continuing, or would result from such Request for Credit Extension; (ii) Each of the representations and warranties contained in (i) Section 5.01, Section 5.02, Section 5.03, Section 5.07, Section 5.08, Section 5.09 and Section 5.12, in each case, only with respect to the Borrower making a Request for Credit Extension (but excluding the representation and warranty contained in Section 5.08 if th...
Sample 1
Each Request for Credit Extension. The Lenders shall not be required to honor any Request for Credit Extension unless on the applicable Borrowing Date: (a) No Default or Unmatured Default (in the case of any Request for Credit Extension being made solely for the purposes of financing the Acquisition substantially simultaneously with the consummation of the Acquisition Transactions on the Acquisition Closing Date, limited solely to any such Default or Unmatured Default under Section 7.05 or Section 7.06 with respect to the Borrower) has occurred and is continuing, or would result from such Request for Credit Extension;
Sample 1
Each Request for Credit Extension. The Lenders shall not be required to honor any Request for Credit Extension unless on the applicable Borrowing Date: (a) No Default or Unmatured Default has occurred and is continuing, or would result from such Request for Credit Extension; (b) The representations and warranties contained in (i) Section 5.01, Section 5.02, Section 5.03, Section 5.09, Section 5.13 and Section 5.14, in each case, only with respect to the Borrower making a Request for Credit Extension (but excluding the representation and warranty contained in Section 5.13 if the Borrower making the Request for Credit Extension is Parent) and (ii) Sections 5.04 and 5.15 are, in each case, true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; and (c) With respect to the initial Request for Credit Extension only, the Alliance Boots Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Revolving Loans in accordance with such initial Request for Credit Extension, shall be) consummated pursuant to the Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers by Walgreens thereto that in each case are materially adverse to the Lenders, unless each Agent shall have provided its written consent thereto (such consent not to be unreasonably withheld, conditioned or delayed). Each Request for Credit Extension shall constitute a representation and warranty by the applicable Borrower that the conditions contained in Section 4.02(a) and (b) have been satisfied. The initial Request for Credit Extension shall constitute a representation and warranty by the applicable Borrower that the condition contained in Section 4.02(c) has been satisfied.
Sample 1
Each Request for Credit Extension. The Lenders shall not be required to honor any Request for Credit Extension unless on the applicable Borrowing Date: (a) The Effective Date shall have occurred; (b) In the case of the Initial Borrowing Date: (i) The Administrative Agent shall have received (i) audited consolidated balance sheets and related audited statements of operations, stockholders’ equity and cash flows of the Borrower for each of the three fiscal years most recently ended at least 90 days prior to the Initial Borrowing Date and (b) unaudited consolidated balance sheets and related unaudited statements of operations, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 45 days prior to the Initial Borrowing Date; provided that the filing of financial statements complying with the foregoing requirements on Form 10-K or Form 10-Q, as the case may be, by the Borrower will satisfy the applicable conditions set forth in this clause (i) of Section
Sample 1

Related to Each Request for Credit Extension

  • Request for Credit Extension The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) 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.

  • Each Credit Extension After the Closing Date, the obligation of each Revolving Lender or Issuing Bank to make any Credit Extension is subject to the satisfaction of the following conditions: (i) In the case of any Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 or (ii) in the case of the issuance of any Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a Letter of Credit Request as required by Section 2.05(b). (b) The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided, that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period. (c) At the time of and immediately after giving effect to the applicable Credit Extension, no Default or Event of Default has occurred and is continuing. Each Credit Extension after the Closing Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section 4.02; provided, however, that the conditions set forth in this Section 4.02 shall not apply to (A) any Incremental Loan and/or (B) any Credit Extension under any Refinancing Amendment and/or Extension Amendment unless in each case the lenders in respect thereof have required satisfaction of the same in the applicable Incremental Facility Agreement, Refinancing Amendment or Extension Amendment, as applicable; it being understood and agreed that no Event of Default then exists or would exist after giving effect thereto (except in the case of the incurrence or provision of any Incremental Facility in connection with a Permitted Acquisition, Investment or similar transaction not prohibited by the terms of this Agreement, in which case, no Specified Event of Default then exists or would exist after giving effect thereto at the time of the borrowing of any Incremental Facility).

  • Request for Borrowing The applicable Borrower shall give Administrative Agent notice of (i) each requested Borrowing hereunder, which notice shall be in writing (a “Request for Borrowing”), in the form of Exhibit B hereto. Each Request for Borrowing shall be irrevocable and effective upon receipt by Administrative Agent and shall be furnished to Administrative Agent: (i) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Loans denominated in Dollars to which the Term SOFR or Daily Simple SOFR Option applies; (ii) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Loans denominated in Alternative Currencies to which the Eurocurrency Rate Option applies; (iii) three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Loans denominated in Alternative Currencies to which the Daily Simple RFR Option applies; and/or (iv) the same Business Day of the proposed Borrowing Date with respect to the making of a Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, provided that any such request received by Administrative Agent after 3:00 p.m. (Eastern time) ( 12 noon for Base Rate Option) shall be deemed to have been given by Borrowers on the next succeeding Business Day. Each Request for Borrowing shall specify (A) the amount of such Borrowing, (B) the date of such Borrowing, which shall be a Business Day, (C) the Interest Rate Option, and if applicable, the Interest Period, (D) the Borrowers making the Request for Borrowing, and (E) the amount of each Loan attributable to each Borrower (if applicable); and shall be accompanied or preceded by (x) a duly executed Borrowing Base Certificate dated the date of such Request for Borrowing, (y) such documents as are required to satisfy any applicable conditions precedent as provided in Section 6.2, and (z) an Investment Report dated the date of such Request for Borrowing. Administrative Agent shall promptly give notice of each Request for Borrowing to the Lenders. Each Request for Borrowing submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 6.1 and 6.2 and, to the extent applicable, Section 6.3, have been satisfied on and as of the date of the applicable Borrowing. No Request for Borrowing shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section 2.3.

  • Initial Credit Extension The obligations of the Lenders and, if applicable, the Issuer to fund the initial Credit Extension shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1.

  • Conditions to Each Credit Extension The obligation of each Lender to make a Credit Extension after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 11.4, of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed and delivered Funding Notice, together with the documentation and certifications required therein with respect to each Credit Extension; (b) after making the Credit Extension requested on such Credit Date, (i) the aggregate outstanding principal amount of the Revolving Loans shall not exceed the aggregate Revolving Commitments then in effect and (ii) the aggregate outstanding principal amount of the Term Loans shall not exceed the respective Term Loan Commitments then in effect (c) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) on and as of that Credit Date, except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty shall be true and correct in all respects) as of such earlier date; (d) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default. Notwithstanding the foregoing, the only representations the accuracy of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those certain “specified representations” approved by the lenders providing such Incremental Facility and the only Defaults the absence of which shall be a condition to the availability of any Incremental Facility, the proceeds of which are used to fund a Limited Condition Acquisition, on the date such Incremental Facility is funded shall be those Defaults set forth in Sections 9.1(a), (f) and (g).

  • Notice of Borrowing; Letter of Credit Request (a) Prior to the making of each Term Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (b) Prior to the making of each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3. (c) Prior to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a). The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of that time.

  • All Credit Extensions The obligation of each Lender and each Issuer to make any Credit Extension shall be subject to the satisfaction of each of the conditions precedent set forth below.

  • Conditions of Initial Credit Extension The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

  • Request for Advance A request for an advance in accordance with Section 2.05;

  • Notice of Borrowing (a) Whenever a Borrower desires to borrow Revolving Loans hereunder (excluding Mandatory Borrowings), the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 prior written notice (or telephonic notice promptly confirmed in writing) (i) no later than 10:30 A.M. on the date of each ABR Advance and (ii) no later than 11:00 A.M. at least three Business Days prior to the date of each Core Currency Advance, in each case to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 10:30 A.M. on such day in the case of clause (i) above and 11:00 A.M. on such day in the case of clause (ii) above. Each such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”) shall be irrevocable and shall be given by the Parent and the applicable Borrower in the form of Exhibit C, appropriately completed to specify (A) the name of such applicable Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the applicable Currency for such Revolving Loans, (D) the aggregate principal amount of the Revolving Loans to be made (stated in the applicable Currency), (E) in the case of Revolving Loans in Dollars, whether the Revolving Loans being made are to be initially maintained as ABR Advances or Core Currency Advances and (F) in the case of Core Currency Advances, the initial Interest Period applicable thereto. The Administrative Agent shall promptly give each Lender notice of such proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever a Borrower desires to borrow Swing Line Loans hereunder, the Parent and such Borrower shall give the Swing Line Lender a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) at its office set forth in Section 11.2 no later than (x) 1:00 P.M. on the requested Borrowing Date in respect of a Swing Line Loan in Dollars, (y) 10:30 A.M. at least one Business Day prior to the requested Borrowing Date in respect of an Alternate Core Currency Swing Line Loan in Pounds Sterling and (z) 10:30 A.M. at least two Business Days prior to the requested Borrowing Date in respect of any other Alternate Core Currency Swing Line Loan, provided, that any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. on such day in the case of clause (x) above or 10:30 A.M. on such day in the case of clause (y) or (z) above. Each such notice shall be irrevocable and specify in each case (A) the name of such Borrower, (B) the date of such borrowing (which shall be a Business Day) (C) the applicable Currency for such Swing Line Loans, (D) the aggregate principal amount of such Swing Line Loans (stated in the applicable Currency) and (E) the requested amount and the requested Interest Period and maturity date with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan made as an ABR Advance. Upon receipt from the Parent and the applicable Borrower of a Notice of Borrowing which requests one or more Swing Line Negotiated Rate Advances, the Swing Line Lender shall, following discussion with the Parent regarding the proposed Swing Line Negotiated Rate for such Swing Line Negotiated Rate Advance, confirm in writing to the Parent the applicable Swing Line Negotiated Rate by (x) 4:00 P.M. on the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Dollars, (y) 12:00 Noon one Business Day prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Pounds Sterling and (z) 12:00 Noon two Business Days prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in a Core Currency (other than Dollars and Pounds Sterling). (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with each applicable Borrower irrevocably agreeing, by its borrowing of any Swing Line Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(c). (c) Whenever a Borrower desires to borrow Individual Currency Loans hereunder, the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) no later than 11:00 A.M. at least three Business Days’ prior to the requested Borrowing Date in respect of such Individual Currency Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. on such day. Such Notice of Borrowing shall become effective upon receipt by such Lender of such written confirmation from the Administrative Agent. Each such Notice of Borrowing shall be irrevocable and shall specify (A) the name of the applicable Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the applicable Currency for such Individual Currency Loans, (D) the aggregate principal amount of such Individual Currency Loans (stated in the applicable Currency), and (E) the Interest Period to be applicable thereto. The Administrative Agent shall promptly give each applicable Lender notice of such proposed borrowing at its Applicable Lending Office, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (d) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any incurrence of Loans, the Administrative Agent or the Swing Line Lender (in the case of any borrowing of Swing Line Loans), as the case may be, may act without liability upon the basis of telephonic notice of such borrowing, believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from such Borrower prior to receipt of written confirmation.

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