Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by the Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of the Borrowers set forth in Section 13.5 hereof (together with any other indemnities of any Credit Party contained elsewhere in this Agreement or in any of the other Loan Documents) and of Lenders set forth in Section 12.7 hereof shall survive the repayment in full of the Indebtedness and the termination of any commitment to extend credit.
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by the Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of the Borrower and the Lenders, as applicable, set forth in Sections 8.3, 8.6, 9.3, 10.1, 10.4, 11.3, 11.7 and 12.4 hereof (together with any other indemnities of any Credit Party or Lender contained elsewhere in this Agreement or in any of the other Loan Documents) shall survive the repayment in full of the Indebtedness (including any Yield Maintenance Premium or Prepayment Premium) and the termination of this Agreement and the other Loan Documents, including any commitment to extend credit thereunder.
Reliance on and Survival of Provisions. All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant to this Agreement, whether or not in connection with a closing, (i) shall be deemed to have been relied upon by you, notwithstanding any investigation heretofore or hereafter made by you or on your behalf and (ii) shall survive the delivery of this Agreement and the Notes.
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by the Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of the Borrower set forth in Section 13.5 hereof (together with any other indemnities of any Credit Party contained elsewhere in this Agreement or in any of the other Loan Documents) and of Lenders set forth in Section 12.7 hereof shall survive the repayment in full of the Indebtedness and the termination of any commitment to extend credit. WITNESS the due execution hereof as of the day and year first above written. as Administrative Agent By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxx Its: Senior Vice President Its: Senior Vice President and Chief Financial Officer COMERICA BANK, as a Lender, as Issuing Lender and as Swing Line Lender By: /s/ Xxxxxx Xxxxx Its: Senior Vice President EAST WEST BANK as a Lender By: /s/ Xxxxx Xxxxxxxxxxx Its: Senior Relationship Manager BASIS FOR PRICING Funded Debt/EBITDA LEVEL I < 1.00 : 1.00 LEVEL II ³1.00 : 1.00 < 2.00 : 1.00 LEVEL III ³2.00 : 100 Facility Fee 25 25 25 LIBOR Margin 200 225 250 Letter of Credit Fees 200 225 250 Base Rate Margin 100 125 150 LIBOR Margin 225 250 275 Base Rate Margin 125 150 175
1. Pricing shall be set at Level III until receipt and satisfactory review of audited December 31, 2013 financial statements of Borrower, thereafter pricing will be adjusted quarterly based on the quarterly Covenant Compliance Certificate.
2. Definitions as set forth in the Credit Agreement. No. Dated: , 201 To: Comerica Bank (“Agent”) Re: Revolving Credit and Term Loan Agreement made as of the 21st day of March, 2013 (as amended, restated or otherwise modified from time to time, “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and NeoPhotonics Corporation, a Delaware corporation (“Borrower”) Pursuant to the terms and conditions of the Credit Agreement, Borrower hereb...
Reliance on and Survival of Provisions. All covenants, representations and warranties made by the Company and the Guarantor herein and in any certificates delivered pursuant to this Agreement, the Guaranty Agreement and the Subsidiary Guarantees, whether or not in connection with a closing, (i) shall be deemed to have been relied upon by you, notwithstanding any investigation heretofore or hereafter made by you or on your behalf and (ii) shall survive the delivery of this Agreement, the Notes, the Guaranty Agreement and the Subsidiary Guarantees.
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties and the Parent to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party or the Parent in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of Borrower set forth in Section 13.5 (together with any other indemnities of any Credit Party or Parent contained elsewhere in this Agreement or in any of the other Loan Documents) and of Lenders set forth in Section 12.7 shall survive the repayment in full of the Indebtedness and the termination of any commitment to extend credit. MRC Energy Company Credit Agreement 153
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by the Bank, notwithstanding any investigation heretofore or hereafter made by the Bank or on Bank’s behalf, and those covenants and agreements of the Borrower set forth in Sections 3.7 and 11.5 hereof (together with any other indemnities of any Credit Party contained elsewhere in this Agreement or in any of the other Loan Documents) shall survive the repayment in full of the Indebtedness and the termination of this Agreement and the other Loan Documents, including any commitment to extent credit thereunder. WITNESS the due execution hereof as of the day and year first above written. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Chief Financial Officer By: /s/ X.X. Xxxxxxxxxx X.X. Xxxxxxxxxx Its: Senior Vice President [Signature Page to Revolving Credit Agreement] Borrower and its subsidiaries: 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Fax No.: (000) 000-0000 Email: xxxxxx.xxxxx@xxxxxxx.xxx with copies to: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxxx, Esq. Fax No.: (000) 000-0000 Email: XXxxxxxxx@xxxxxxxxx.xxx Comerica Bank: Comerica Bank 000 Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attention: X.X. Xxxxxxxxxx Fax: (000) 000-0000 Digirad Corporation 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 Corporation Delaware 00-0000000 Digirad Imaging Solutions, Inc. 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 Corporation Xxxxxxxx 00-0000000 MD Office Solutions 00000 Xxxxx Xxxxxx Poway, CA, 92064 Corporation California 00-0000000 Telerhythmics, LLC 00 Xxxxxx Xxxxxx Xx.Xxxxxxxxxxxx, XX 00000 Limited Liability Company Tennessee 00-0000000 Project Rendezvous Holding Corporation 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 Corporation Delaware 00-0000000 Project Rendezvous Acquisition Corporation 0000 Xxxxxxxxxx Xxxxx, Xxxxx X Xxxxxxx, XX 00000 Corporation Delaware 00-0000000 DMS Health Technologies, Inc. 0000 Xxxxx Xxxxxxxxxx Xx. Xxxxx, XX 00000 Corporation North Dakota 00-0000000 DMS Imaging, Inc. 0000 Xxxxx Xxxxxxxxxx Xx. Xxxxx, XX 00000 Corporation North Dakota 00-0000000 DMS Health Technologies - Canada, Inc. 0000 Xxxxx Xxxxxxxxxx Xx...
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by the Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of the Borrower set forth in Section 11.5 hereof (together with any other indemnities of any Credit Party contained elsewhere in this Agreement or in any of the other Loan Documents) and of Lenders set forth in Section 10.7 hereof shall survive the repayment in full of the Indebtedness and the termination of any commitment to extend credit. Percentages and Allocations Revolving Credit Facilities LENDERS REVOLVING CREDIT PERCENTAGE REVOLVING CREDIT ALLOCATIONS Comerica Bank 50% $25,000,000 The Huntington National Bank 50% $25,000,000 TOTALS 100% $50,000,000 Schedule 1.2 Compliance Information Correct Legal Name Address Type of Organization Jurisdiction of Organization Tax identification number and other identification numbers M/I Financial Corp. 0 Xxxxxx Xxxx Xxxxxxxx, Xxxx 00000 corporation Ohio Ohio Organizational ID: 621252 FEIN: 00-0000000 Xxxxx Fargo Home Mortgage Bank of America Mortgage Huntington Mortgage Company US Bank Freddie Mac (FHLMC) Xxxxxx Xxx (FNMA) Ally Bank (formerly GMAC Bank) CitiMortgage, Inc. Lake Michigan Financial Group JPMorgan Chase Bank Fifth Third Bank None.
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of Intcomex, Borrower and the Subsidiary Guarantors to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of Intcomex, Borrower or any Subsidiary in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by the Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of the Borrower set forth in Section 13.5 hereof (together with any other indemnities of Intcomex, Borrower or any Subsidiary Guarantor contained elsewhere in this Agreement or in any of the other Loan Documents) and of Lenders set forth in Section 12.7 hereof shall survive the repayment in full of the Indebtedness and the termination of any commitment to extend credit.
Reliance on and Survival of Provisions. All terms, covenants, agreements, representations and warranties of the Credit Parties and the Parent to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Credit Party or the Parent in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by Lenders, notwithstanding any investigation heretofore or hereafter made by any Lender or on such Lender’s behalf, and those covenants and agreements of Borrower set forth in Section 13.5 (together with
