No Incremental. Term Loans shall become effective under this Section unless, (i) on the proposed date of the effectiveness of such Incremental Term Loans, (x) no Event of Default shall have occurred and be continuing or, in the case of a Permitted Acquisition or similar committed investment, no Event of Default under clauses (a), (b), (h), (i) or (j) of the definition thereof shall have occurred and be continuing; provided that in the case of a Limited Condition Acquisition, at the Borrower Representative’s option, such condition may be tested in accordance with Section 1.04(c) so long as at the time of the consummation of such Limited Condition Acquisition, no Event of Default under clauses (a), (b), (h), (i) or (j) of the definition thereof shall have occurred and be continuing, (y) the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (except in connection with a Permitted Acquisition or similar committed investment, which, if and only to the extent agreed by the Lenders providing such Incremental Term Loans, shall be subject to customary “SunGard” or “certain funds” conditionality), and (z) the Administrative Agent shall have received a certificate to the effect that the requirements of clauses (i)(x) and (i)(y) have been complied with dated such date and executed by a Financial Officer of the Borrower Representative and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such Incremental Term Loans.
Appears in 2 contracts
Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
No Incremental. Term Loans shall become effective under this Section unless, unless and until each of the following conditions has been satisfied:
(i) on the proposed date of the effectiveness of Any such Incremental Term LoansLoan shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and the Administrative Agent;
(ii) The Borrower, the Administrative Agent, and any Additional Lender shall have executed and delivered an Incremental Term Amendment;
(iii) The Borrower shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the Borrower, the Administrative Agent and such Additional Lenders shall agree;
(iv) On the closing date of any Incremental Term Loan, (x) no Event of Default shall have occurred and be continuing or, in the case of a Permitted Acquisition or similar committed investment, no Event of Default under clauses (a), (b), (h), (i) or (j) of the definition thereof shall have occurred and be continuing; provided that in the case of a Limited Condition Acquisition, at the Borrower Representative’s option, such condition may be tested in accordance with Section 1.04(c) so long as at the time of the consummation of such Limited Condition Acquisition, no Event of Default under clauses (a), (b), (h), (i) or (j) of the definition thereof shall have occurred and be continuing, (yA) the representations and warranties set forth made by the Borrower and each Guarantor contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of such closing date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects, as of such earlier date (provided that in connection with any Limited Condition Acquisition, the only representations and warranties that will be required to be true and correct in all material respects as of the applicable closing date, except for such representations and warranties that specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, shall be the Specified Representations) (provided further that, to the extent any such representation and warranty is qualified by, or subject to, “materiality”, “Material Adverse Effect” or similar language, the same shall be true and correct in all respects); (B) no Event of Default (or, in connection with a Permitted Acquisition or similar committed investmentLimited Condition Acquisition, which, if no Specified Default) shall have occurred and only to the extent agreed by the Lenders providing such Incremental Term Loans, shall be subject to customary “SunGard” or “certain funds” conditionality), continuing; and (zC) the Borrower shall have delivered on such closing date an Officers’ Certificate certifying the satisfaction of the conditions set forth in the foregoing clauses (A) and (B); and
(v) The Borrower and Additional Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent shall may reasonably have received a certificate requested in order to effectuate the effect that the requirements of clauses (i)(x) and (i)(y) have been complied with dated such date and executed by a Financial Officer documentation of the Borrower Representative and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such Incremental Term Loansforegoing.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)
No Incremental. Term Loans shall become effective under this Section unless, unless and until each of the following conditions has been satisfied:
(i) on the proposed date of the effectiveness of Any such Incremental Term LoansLoan shall be in a minimum principal amount of $25,000,000 and in integral multiples of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and the Agent;
(xii) no Event of Default The Borrower, the Agent, and any Additional Lender shall have occurred executed and be continuing or, in the case of a Permitted Acquisition or similar committed investment, no Event of Default under clauses delivered an Incremental Term Amendment;
(a), (b), (h), (iiii) or (j) of the definition thereof The Borrower shall have occurred paid such fees and be continuing; provided other compensation to the Additional Lenders and to the Agent as the Borrower, the Agent and such Additional Lenders shall agree;
(iv) The Borrower shall deliver on the closing date of any Incremental Term Loan a certificate certifying that (A) (other than with respect to an Incremental Term Loan in connection with an acquisition or any other Investment or refinancing, unless required by the case of a Limited Condition Acquisition, at the Borrower Representative’s option, Lenders providing such condition may be tested in accordance with Section 1.04(c) so long as at the time of the consummation of such Limited Condition Acquisition, no Event of Default under clauses (a), (b), (h), (i) or (j) of the definition thereof shall have occurred and be continuing, (yIncremental Term Loan) the representations and warranties set forth made by Holdings, the Borrower and each Guarantor contained herein and in the other Loan Documents shall be are true and correct in all material respects (on and as of such closing date, except in connection with a Permitted Acquisition or similar committed investment, which, if and only to the extent agreed by the Lenders providing that such Incremental Term Loansrepresentations and warranties specifically refer to an earlier date, shall be subject to customary “SunGard” or “certain funds” conditionality)in which case they are true and correct in all material respect, as of such specified earlier date, and (zB) the Administrative Agent no Specified Default has occurred and is continuing; and
(v) The Borrower and Additional Lenders shall have received a certificate delivered such other instruments, documents and agreements as the Agent may reasonably have requested in order to effectuate the effect that the requirements of clauses (i)(x) and (i)(y) have been complied with dated such date and executed by a Financial Officer documentation of the Borrower Representative and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such Incremental Term Loansforegoing.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (United Rentals North America Inc)
No Incremental. Term Loans shall become effective under this Section unless, unless and until each of the following conditions has been satisfied:
(i) on the proposed date of the effectiveness of Any such Incremental Term LoansLoan shall be in a minimum principal amount of $25,000,000 and in integral multiples of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and the Agent;
(xii) no Event of Default The Borrower, the Agent, and any Additional Lender shall have occurred executed and be continuing or, in the case of a Permitted Acquisition or similar committed investment, no Event of Default under clauses delivered an Incremental Term Amendment;
(a), (b), (h), (iiii) or (j) of the definition thereof The Borrower shall have occurred paid such fees and be continuing; provided other compensation to the Additional Lenders and to the Agent as the Borrower, the Agent and such Additional Lenders shall agree;
(iv) The Borrower shall deliver on the closing date of any Incremental Term Loan a certificate certifying that (A) (other than with respect to an Incremental Term Loan in connection with an acquisition or any other Investment or refinancing, unless required by the case of a Limited Condition Acquisition, at the Borrower Representative’s option, Lenders providing such condition may be tested in accordance with Section 1.04(c) so long as at the time of the consummation of such Limited Condition Acquisition, no Event of Default under clauses (a), (b), (h), (i) or (j) of the definition thereof shall have occurred and be continuing, (yIncremental Term Loan) the representations and warranties set forth made by Holdings, the Borrower and each Guarantor contained herein and in the other Loan Documents shall be are true and correct in all material respects (on and as of such closing date, except in connection with a Permitted Acquisition or similar committed investment, which, if and only to the extent agreed by the Lenders providing that such Incremental Term Loansrepresentations and warranties specifically refer to an earlier date, shall be subject to customary “SunGard” or “certain funds” conditionality)in which case they are true and correct in all material respects, as of such specified earlier date, and (zB) the Administrative Agent no Specified Default has occurred and is continuing; and
(v) The Borrower and Additional Lenders shall have received a certificate delivered such other instruments, documents and agreements as the Agent may reasonably have requested in order to effectuate the effect that the requirements of clauses (i)(x) and (i)(y) have been complied with dated such date and executed by a Financial Officer documentation of the Borrower Representative and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such Incremental Term Loansforegoing.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (United Rentals North America Inc)