Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension; (c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and (d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; (iv) the Termination Date has not occurred; and (v) the Aggregate Capital exceeds the Minimum Funding Threshold.
Appears in 2 contracts
Sources: Receivables Financing Agreement (EnLink Midstream, LLC), Receivables Financing Agreement (EnLink Midstream Partners, LP)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer Borrower shall have delivered to the Administrative Agent transferred substantially all of its Cash assets into operating accounts held with Bank and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to otherwise be delivered hereunder on or prior to the date of such Credit Extensionin compliance with Section 6.6 hereof;
(c) prior to the conditions precedent making of Term Loan B only, delivery of evidence to such Credit Extension specified Bank that Borrower has received the New Equity in Section 2.01(i) through (iii), shall be satisfiedits entirety; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enumeral Biomedical Holdings, Inc.), Loan Agreement (Enumeral Biomedical Holdings, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer Borrower shall have delivered to the Administrative Agent transferred substantially all of its Cash assets into operating accounts held with Bank and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to otherwise be delivered hereunder on or prior to the date of such Credit Extensionin compliance with Section 6.6 hereof;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit ExtensionExtension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2;
(ivd) completion of an initial audit of the Termination Date has not occurredCollateral, the results of which shall be satisfactory to Bank; and
(ve) confirmation acceptable to Bank that Hearst Communications, Inc. has all agreed to the Aggregate Capital exceeds termination of UCC the Minimum Funding ThresholdFinancing Statement (filed in Delaware under File Number 2007 2301611) encumbering the assets of Borrower.
Appears in 2 contracts
Sources: Loan and Security Agreement (LOCAL.COM), Loan and Security Agreement (LOCAL.COM)
Conditions Precedent to all Credit Extensions. Each Lender’s obligation to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the following conditions precedent thatprecedent:
(a) timely receipt by the Borrower shall have delivered to the Administrative Agent Lenders of (i) an executed Disbursement Letter, and each Lender a Loan (ii) an executed Payment Advance Request for such Loan, in accordance with Form and any materials and documents required by Section 2.02(a)3.3;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower in this Agreement shall be true, accurate, and the Servicer contained in Sections 7.01 and 7.02 are true and correct complete in all material respects on and as of the date of the Disbursement Letter (and the Payment Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such Credit Extension as though made on and as of such date unless such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by their terms refer materiality in the text thereof; and provided, further that those representations and warranties expressly referring to an earlier date, in which case they a specific date shall be true true, accurate and correct complete in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default shall have occurred and be continuing or Unmatured Event of Default would result from such the Credit Extension;
(iii) no Borrowing Base Deficit exists . Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or would exist after giving effect modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such Credit Extension;
(iv) the Termination Date has not occurreddate; and
(vc) Agent and each Lender determine to its reasonable satisfaction that there has not been any material impairment in the Aggregate Capital exceeds general affairs, management, results of operation, financial condition or the Minimum Funding Thresholdprospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Agent and the Lenders.
Appears in 2 contracts
Sources: Credit and Security Agreement (Flexion Therapeutics Inc), Credit and Security Agreement (Flexion Therapeutics Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, and including the Closing Date shall be initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) Borrower shall be in compliance with Section 6.6 (provided that, for the Servicer avoidance of doubt, nothing herein shall have delivered require the Borrower to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or comply with such obligation prior to the date of such applicable deadline as a condition to the Bank making any Credit Extension);
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii)Bank’s sole discretion, shall be satisfiedthere has not been a Material Adverse Effect; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties by their terms refer expressly referring to an earlier date, in which case they another date shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event provided further that any representation or warranty that contains a materiality qualification therein shall be true and correct in all respects). The making of Default or Unmatured Event each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect Extension as to such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) accuracy of the Aggregate Capital exceeds the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 2 contracts
Sources: Loan and Security Agreement (Adicet Bio, Inc.), Loan and Security Agreement (resTORbio, Inc.)
Conditions Precedent to all Credit Extensions. Each The Agent, Issuing Banks and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit Extension hereunder or grant any other accommodation to or for the benefit of the Borrowers (including the initial Loans, if any, made on or after the Closing Date shall be subject to Date), unless the following conditions precedent that:
are satisfied: (a) The representations and warranties of the Borrower shall have delivered to the Administrative Agent Borrowers and each Lender a other Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified Party contained in Section 2.01(i) through (iii)9 or any other Loan Document, shall be satisfied; and
(d) on the date of such Credit Extension the following statements or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as extension of such date unless credit, except to the extent that such representations and warranties by their terms specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
, and except that for purposes of this Section 6.2, the representations and warranties contained in Sections 9.1.5(a) and (iib) no shall be deemed to refer to the most recent statements furnished pursuant to Sections 10.1.1(a) and (b), respectively; (b) No Default or Event of Default shall exist at the time of, or Unmatured Event result from, such funding, issuance or grant or from the application of Default the proceeds thereof; (c) No event shall have occurred or circumstance exist that has occurred or could reasonably be expected to have a Material Adverse Effect; (d) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; (e) With respect to a Borrowing of Revolver Loans, the Loan Party Agent shall give the Agent a Notice of Borrowing in accordance with the requirements hereof; and is continuing, (f) Both immediately before and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist immediately after giving effect thereto, no Canadian Overadvance or U.S. Overadvance shall exist or would result therefrom and the Total Exposure would not exceed the Maximum Facility Amount. Each request (or deemed request, except a deemed request in connection with an Overadvance or a Protective Advance or pursuant to Section 2.2.2(a) or 2.3.2(a)) by the Loan Party Agent or any Borrower for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such Credit Extension;
(iv) request and on the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.date of such funding, issuance or grant. 117
Appears in 2 contracts
Sources: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a)2.1;
(b) receipt by Bank of (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the Servicer shall have delivered to form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable, (ii) a company prepared consolidated balance sheet, income, and cash flow statement covering Borrower's operations for the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or month ended immediately prior to the date on which the applicable Credit Extension is requested, prepared in accordance with GAAP on a consolidated and consolidating basis, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, and (iii) a current Compliance Certificate signed by a Responsible Officer in substantially the form of such Credit Extension;EXHIBIT D hereto; and
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 2 contracts
Sources: Loan and Security Agreement (Persistence Software Inc), Loan Agreement (Persistence Software Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder Extension, including the initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above on or after prior to the Closing Date shall be Date, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender At all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or times prior to Borrower’s completion of Borrower’s initial public offering of its common stock, a Warrant to Purchase Preferred Stock in substantially the date form of such Credit ExtensionExhibit E-l attached hereto and at all times after Borrower’s completion of Borrower’s initial public offering of its common stock, a Warrant to Purchase Common Stock in substantially the form of Exhibit E-2 attached hereto;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), Borrower shall be satisfiedin compliance with Section 6.6 hereof;
(d) in Bank’s sole but reasonable discretion, there has not been a Material Adverse Effect; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(ie) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties by their terms refer expressly referring to an earlier date, in which case they another date shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event ). The making of Default or Unmatured Event each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect Extension as to such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) accuracy of the Aggregate Capital exceeds the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 2 contracts
Sources: Loan and Security Agreement (Unum Therapeutics, Inc.), Loan and Security Agreement (Unum Therapeutics, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of (i) the Borrower shall have delivered to Advance Request Form in the Administrative Agent form of Exhibit B-1 attached hereto; and each Lender a Loan Request for such Loan, (ii) the Disbursement Letter in accordance with Section 2.02(a)the form of Exhibit B-2 attached hereto;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Advance Request Form and Disbursement Letter, and on the Funding Date of each Credit Extension as though made on at and as of each such date unless such date, provided that those representations and warranties by their terms refer expressly referring to an earlier date, in which case they another date shall be true true, correct and correct complete in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
(iv) . The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurreddate of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2; and
(vc) to the Aggregate Capital exceeds extent not delivered at the Minimum Funding ThresholdClosing Date, a duly executed original Warrants, in number, form and content acceptable to Bank with respect to each Credit Extension made by Bank after the Closing Date.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (BioNano Genomics, Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon Borrower’s compliance with Section 3.1 above and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) if the Servicer shall have delivered requested Credit Extension would cause the Quarterly Reporting Condition to no longer be met, Bank’s receipt of the Administrative Agent and each Lender all Information Packagesmonthly financial reporting required by Section 6.2 of this Agreement as if such Credit Extension was then outstanding, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to at least three Business Days before the date of such the requested Credit Extension;
(c) the conditions precedent to such Credit Extension specified Borrower shall have transferred substantially all of its Cash into operating accounts held with Bank and shall otherwise be in compliance with Section 2.01(i6.6 hereof;
(d) through (iii)in Bank’s sole discretion, shall be satisfiedthere has not been a Material Adverse Effect; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(ie) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Article 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such (provided, however, that those representations and warranties by their terms refer expressly referring to an earlier date, in which case they another date shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default , and provided further that any representation or Unmatured Event of Default has occurred warranty that contains a materiality qualification therein shall be true and is continuingcorrect in all respects), and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing or would exist after giving effect to such Credit Extension;
(iv) . The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 2 contracts
Sources: Loan and Security Agreement (Aurion Biotech, Inc.), Loan and Security Agreement (Aurion Biotech, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer shall have delivered receipt by Bank of an account control agreement, in form and substance satisfactory to the Administrative Agent Bank, with respect to Borrower’s depository and each Lender all Information Packagesoperating accounts at Chase Bank, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extensionduly executed by Borrower and Chase Bank;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii)Bank’s sole discretion, shall be satisfiedthere has not been a Material Adverse Effect; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 2 contracts
Sources: Loan and Security Agreement (Casper Sleep Inc.), Loan and Security Agreement (Casper Sleep Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of each Bank and each Issuing Bank to make any Credit Extension hereunder (including any Credit Extension on or after the Closing Date Effective Date, but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.02(d)) shall be subject to the further conditions precedent that:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder that on or prior to the date of such Credit Extension;:
(ci) The following statements shall be true (and each request for a Credit Extension, and the conditions precedent to acceptance by the Borrower that requested such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) constitute a representation and warranty by such Borrower that both on the date of such notice and on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correcttrue):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 each Loan Document are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;, before and after giving effect to such Credit Extension, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other the date of such Credit Extension, in which case as of such specific date (provided, however, that the representations and warranties contained in Section 5.01(f)(i) and Section 5.01(g) shall be excluded from this clause (i) at all times after (but shall be included on and as of) the Effective Date); and
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;Extensions.
(iiij) no The applicable Borrower shall have delivered, as applicable, a Notice of Borrowing Base Deficit exists in accordance with Section 2.02(a), a Notice of Swingline Borrowing in accordance with Section 2.02(c), or would exist a Letter of Credit Notice in accordance with Section 3.01(b) or Section 3.02(b).
(k) With respect to the making of any Credit Extension, the limitation on amounts set forth under Section 2.01 will not be exceeded immediately after giving effect to such Credit Extension;thereto.
(ivl) With respect to the Termination Date has not occurred; and
(v) Issuance of any Letter of Credit, the Aggregate Capital exceeds the Minimum Funding Thresholdconditions in Section 3.04 have been satisfied.
Appears in 1 contract
Sources: Credit Agreement (ACE LTD)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and each Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The Closing Date shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)occurred;
(b) the Servicer Allied World shall have delivered to a Letter of Credit Notice in accordance with Section 2.1(b) or Section 2.2(b), as applicable, and a Collateral Base Report on the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to Business Day immediately preceding the proposed date of such Credit ExtensionIssuance;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date Each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower Credit Parties set forth in this Agreement and in the Servicer contained in Sections 7.01 other Credit Documents qualified as to materiality are true and 7.02 correct and those not so qualified are true and correct in all material respects on and respects, in each case only as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to Credit Extension (except to the extent any such representations and warranties by their terms refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case only on and as of such earlier specific date);
(iid) no With respect to the Issuance of any Letter of Credit, the conditions in Section 2.4 have been satisfied; and
(e) No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuingbe continuing on such date, both immediately before and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv. Each giving of a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by Allied World that the statements contained in Section 3.2(c) through Section 3.2(e) above are true, both as of the Termination Date has not occurred; and
(v) date of such notice or request and as of the Aggregate Capital exceeds the Minimum Funding Thresholddate such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Allied World Assurance Co Holdings LTD)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender to honor any Borrowing Notice for a Credit Extension hereunder on or after and the Closing Date shall be obligation of the L/C Issuer to issue any Letter of Credit is subject to the following conditions precedent thatprecedent:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the The representations and warranties of the Borrower and the Servicer Loan Parties contained in Article V (including, without limitation, Sections 7.01 5.05(b) and 7.02 5.06), or which are contained in any document furnished at any time under or in connection herewith, including, but not limited to the Collateral Documents, shall be true and correct in all material respects on and as of the date such Revolving O&G Development Loan is made or such Letter of such Credit Extension as though made on and as of such date unless is issued except to the extent that such representations and warranties by their terms specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;.
(iib) no No Default or Event of Default shall exist or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such proposed Revolving O&G Development Loan or L/C Credit Extension;.
(iiic) no Borrowing Base Deficit exists or would exist after giving effect The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension and, if applicable, a Letter of Credit Application in accordance with the requirements hereof.
(d) The Administrative Agent and the Lenders shall have been, and shall continue to be, satisfied, in their good faith discretion, that the Borrower and each other applicable Loan Party holds Marketable Title to the Phase I Oil and Gas Properties, and that such ownership includes record title to an undivided net revenue interest in the production from each such Phase I Oil and Gas Property that is not less than, as well as an undivided working interest in each Phase I Oil and Gas Property that is not greater than (unless there is a corresponding increase in the net revenue interest attributed to such Credit Extension;
party therein), the net revenue interest therein and the working interest therein, respectively, reflected on the Mortgage encumbering such Phase I Oil and Gas Property, subject to the limitations and qualifications set forth in such Mortgage (ivor on any supplement, amendment or modification thereof) or new Mortgage executed in connection with any Oil and Gas Property that is added to the Termination Date has not occurred; and
(v) Phase I Oil and Gas Properties in connection with any subsequent funding after the Aggregate Capital exceeds the Minimum Funding ThresholdRestatement Date).
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and each Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The Restatement Effective Date shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)occurred;
(b) the Servicer The applicable Credit Party shall have delivered to a Notice of Borrowing in accordance with Section 2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or 3.2(b), as applicable. In the Administrative Agent and each Lender all Information Packagesevent that a Letter of Credit secured by Eligible Collateral is requested, Weekly Reports and/or Daily Reports required to be the applicable Credit Party shall have delivered hereunder a Borrowing Base Report on or prior to the Business Day immediately preceding the proposed date of Issuance of such Credit ExtensionLetter of Credit;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date Each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of set forth in this Agreement and in the Borrower and the Servicer contained in Sections 7.01 and 7.02 are other Credit Documents shall be true and correct in all material respects on and as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to such representations and warranties by their terms refer Credit Extension (except to an earlier the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case they such representation or warranty shall be true and correct in all material respects on and as of such earlier date;).
(iid) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from The limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect to any such Credit Extension;
(iiie) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section 3.4 shall have been satisfied;
(f) With respect to the applicable Credit Party, there has been no Borrowing Base Deficit material adverse effect upon the ability of such Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents and there exists no event, condition or state of facts that would exist reasonably be expected to result in such material adverse effect; and
(g) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to such Credit Extension;
(iv. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the applicable Credit Party that the statements contained in Section 4.2(c) through Section 4.2(g) are true, both as of the Termination Date has not occurred; and
(v) date of such notice or request and as of the Aggregate Capital exceeds the Minimum Funding Thresholddate such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Platinum Underwriters Holdings LTD)
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, and in the case of a Letter of Credit, the Borrower shall have delivered to the Administrative Agent, each Lender and the LC Bank, a Letter of Credit Application and an LC Request, in each case, in accordance with Section 2.02(a2.02(b) or Section 3.02(a), as applicable;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Packages and Interim Reports required to be delivered hereunder on or prior to the date of such Credit Extensionhereunder;
(c) in the conditions precedent to case of a Revolving A Loan or a Letter of Credit, after making the Credit Extensions requested on such Credit Extension specified date, the Total Revolving A Usage shall not exceed the Revolving A Commitments then in Section 2.01(i) through (iii), shall be satisfied; andeffect;
(d) in the case of a Revolving B Loan, after making the Credit Extensions requested on such Credit Date, the Total Revolving B Usage shall not exceed the Revolving B Commitments then in effect;
(e) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Initial Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has Aggregate Loan Amount plus the Revolving A LC Participation Amount does not occurred; andexceed the Facility Limit;
(v) the Aggregate Capital exceeds Revolving A LC Participation Amount does not exceed the Minimum Funding ThresholdLC Facility Sublimit; and
(vi) the Revolving A Commitment Termination Date or Revolving B Commitment Termination Date, as applicable, has not occurred.
Appears in 1 contract
Sources: Loan and Security Agreement (Exela Technologies, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and the Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower IPC Holdings shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Notice of Borrowing in accordance with Section 2.02(a)SECTION 3.2(B) or an Account Party shall have delivered a Syndicated Letter of Credit Notice or Participated Letter of Credit Notice, as applicable. If the Issuance of a Tranche 2 Letter of Credit is requested, the applicable Credit Party shall have delivered a Borrowing Base Report on the Business Day immediately preceding the proposed date of Issuance;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date Each of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of set forth in this Agreement and in the Borrower and the Servicer contained in Sections 7.01 and 7.02 are other Credit Documents shall be true and correct in all material respects on and as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to such representations and warranties by their terms refer Credit Extension (except to an earlier the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case they such representation or warranty shall be true and correct in all material respects on and as of such earlier date);
(iic) no With respect to the making of any Credit Extension, the limitation on amounts set forth under SECTION 3.1 will not be exceeded immediately after giving effect thereto;
(d) With respect to the Issuance of any Letter of Credit, the applicable conditions in SECTION 4.4 have been satisfied; and
(e) No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuingbe continuing on such date, both immediately before and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the applicable Credit Party that the statements contained in SECTION 5.2(B) through SECTION 5.2(E) above are true, both as of the Termination Date has not occurred; and
(v) date of such notice or request and as of the Aggregate Capital exceeds the Minimum Funding Thresholddate such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Ipc Holdings LTD)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) in Bank’s sole discretion, there has not been a material adverse effect on (i) the Servicer shall have delivered operations, business, or financial condition of Borrower and its Subsidiaries taken as a whole, or (ii) the ability of Borrower to repay the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on Obligations or prior to otherwise perform its obligations under the date of such Credit Extension;Loan Documents; and
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties by their terms refer expressly referring to an earlier date, in which case they another date shall be true and correct in all material respects on and as of such earlier date;
). The making of each Term Loan shall be deemed to be a representation and warranty by Borrower that, on the funding date requested for such Term Loan (ii) as noted in the Loan Advance/Paydown Request Form, or the date of funding if no Event such date is noted on the form), the representations and warranties contained in Section 5 are true and correct in all material respects (provided, however, that those representations and warranties expressly referring to another date shall be true and correct in all material respects as of Default or Unmatured Event of Default has occurred and is continuingsuch date). TheRealReal, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.Inc. LSA 4
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Lender Group Agent a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender Group Agent all Information Packages, Weekly Reports and/or Daily Reports Packages required to be delivered hereunder on or prior to the date of such Credit Extensionhereunder;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), iv) shall be satisfied; and;
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;; and
(iv) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a)2.2;
(b) after giving effect to such Advance, the Servicer outstanding Obligations incurred under this Agreement shall have delivered to not exceed the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on lesser of (a) Borrowing Base or prior to (b) the date of such Credit ExtensionRevolving Line;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; andreceipt by Bank of a current Borrowing Base Certificate and Borrower’s most recently reconciled Capital Call collections report;
(d) on Bank shall have approved all Investors whose Capital Commitments are included in the date Borrowing Base supporting such Advance, provided that (i) Bank shall not unreasonably withhold such approval; (ii) Borrower may request the inclusion of Investors not previously included in any Borrowing Base Certificate no more frequently than quarterly; (iii) Borrower shall have provided to Bank, in advance of any inclusion thereof in a Borrowing Base Certificate, the subscription agreement and any side letter, duly executed by such Investor(s);
(e) the Borrowing Base Certificate delivered by Borrower to Bank in support of such Credit Extension the following statements Advance shall be true and correct (and upon the occurrence of such Credit Extensioninclude Uncalled Capital from only those Investors that have previously made a Capital Contribution to Borrower in response to a Capital Call, the Borrower and the Servicer proceeds of which shall be deemed have been credited to have represented and warranted that such statements are then true and correct):an account verified by Bank;
(if) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;; and
(iig) no Event of Default or Unmatured Event of Default has shall have occurred and is be continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) . The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Sources: Loan and Security Agreement (Star Mountain Lower Middle-Market Capital Corp)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension, including the initial Credit Extension hereunder on or after the Closing Date shall be Date, is further subject to the conditions precedent thatfollowing conditions:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender receipt by Bank of (i) a Loan Advance/Paydown Request for such Loan, Form in accordance with Section 2.02(a)2.1(a) and (ii) a Borrowing Base Certificate signed by a Responsible Officer;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they Section 5 shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality) on and as of the date of such earlier Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made at and as of each such date;
(iic) no Default under Section 6.7, Section 8.1 or Section 8.5 or any Event of Default or Unmatured Event of Default has shall have occurred and is be continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(ivd) the Termination Date has not occurredno Borrowing Base Deficiency shall have occurred and be continuing, or would exist after giving effect to such Credit Extension; and
(ve) since the Aggregate Capital exceeds Closing Date, no event shall have occurred that would reasonably be expected to have a Condition to Borrowing Material Adverse Effect upon the Minimum Funding Thresholdability of any Loan Party to meet its obligations under this Agreement. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2(b), (c), (d) and (e).
Appears in 1 contract
Sources: Loan, Guarantee and Security Agreement (Great Elm Capital Corp.)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer Borrower shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extensionin compliance with Section 6.6 hereof;
(c) Bank shall have received (i) a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrower’s operations, in a form reasonably acceptable to Bank and certified by a Responsible Officer, (ii) a Compliance Certificate and (iii) a Borrowing Base Certificate, in each case for the conditions precedent month most recently ended prior to such Credit Extension specified the date 30 days preceding the date of the Loan Advance/Paydown Request Form described in Section 2.01(i3.2(a) through (iii), shall be satisfiedabove; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Bank’s obligations to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the conditions precedent thatfollowing:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loanexcept as otherwise provided in Section 3.4, in accordance with Section 2.02(a)timely receipt of an executed Payment/Advance Form;
(b) the Servicer shall have delivered to the Administrative Agent representations and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified warranties in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements 5 shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such the Payment/Advance Form and on the Funding Date of each Credit Extension as though made on and as of such date unless such Extension; provided, however, that those representations and warranties by their terms refer expressly referring to an earlier date, in which case they a specific date shall be true true, accurate and correct complete in all material respects on and as of such earlier date;
(ii) , and no Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuing, and no Event of Default be continuing or Unmatured Event of Default would result from such the Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect . Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 are true in all material respects as of such date; provided, however, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such Credit Extension;
(iv) the Termination Date has not occurreddate; and
(vc) in Bank’s reasonable discretion, there has not been any material impairment in the Aggregate Capital exceeds general affairs, management, results of operation, financial condition or the Minimum Funding Thresholdprospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Bank’s obligations to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the following conditions precedent thatprecedent:
(a) timely receipt of the Borrower shall have delivered to the Administrative Agent Credit Extension request and each Lender a Loan Request for such Loan, in accordance with any materials and documents required by Section 2.02(a)3.4;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower in this Agreement shall be true, accurate, and the Servicer contained in Sections 7.01 and 7.02 are true and correct complete in all material respects on and as of the date of such the proposed Credit Extension as though made and on and as the Funding Date of each Credit Extension taking into account updates thereof subsequent to the Effective Date to the extent permitted by notice to Bank by one or more specific provisions of this Agreement; provided, however, that such date unless such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by their terms refer materiality in the text thereof; and provided, further that those representations and warranties expressly referring to an earlier date, in which case they a specific date shall be true true, accurate and correct complete 42052335v6 220763.002102 in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default shall have occurred and be continuing or Unmatured Event of Default would result from such the Credit Extension;
(iii) no Borrowing Base Deficit exists . Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects taking into account updates thereof subsequent to the Effective Date to the extent permitted by notice to the Bank by one or would exist after giving effect more specific provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such Credit Extension;
(iv) the Termination Date has not occurreddate; and
(vc) in Bank’s sole discretion, there has not been a Material Adverse Change. If any event, condition, circumstances or other factor (collectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under Section 3.1 or this Section 3.2 for Bank’s refusal to make a requested Credit Extension, the Aggregate Capital exceeds the Minimum Funding Thresholdexistence or non-existence or such Circumstances shall not constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to another provision of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Castlight Health, Inc.)
Conditions Precedent to all Credit Extensions. Each Administrative Agent, Issuing Bank and Lenders shall not be required to fund any Loans or arrange for issuance of any Letters of Credit Extension hereunder on to or after for the benefit of Borrowers, unless the Closing Date shall be subject to have occurred and the following conditions precedent that:are satisfied (or waived in accordance with this Agreement):
(a) No Default or Event of Default shall exist at the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for time of, or result from, such Loan, in accordance with Section 2.02(a)funding or issuance;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the The representations and warranties of each Obligor in the Borrower and the Servicer contained in Sections 7.01 and 7.02 Loan Documents to which they are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they a party shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and as of upon giving effect to, such funding or issuance (except for representations and warranties that expressly relate to an earlier date, except that for purposes of this Section 6.2, the representations contained in clauses (a) and (b) of Section 9.1.5 shall be deemed to be the most recent financial statements furnished pursuant to Section 6.1(n) or clauses (a) and (b), respectively, of Section 10.1.2, as applicable;
(iic) no Event With respect to issuance of Default or Unmatured Event a Letter of Default has occurred Credit (other than the Existing Letters of Credit), the Issuing Bank shall have received an LC Application at least 3 Business Days prior to the requested date of issuance and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extensionthe LC Conditions shall have been satisfied;
(iiid) no Administrative Agent shall have received a Notice of Borrowing Base Deficit exists or would exist after giving effect with respect to such Credit Extensionthe funding of any Loan;
(ive) the Termination Date has not occurredWith respect to funding any Loan, Administrative Agent shall have received a Borrowing Base Report in a form and substance reasonably satisfactory to Administrative Agent dated no more than 30 days prior to such request; and
(vf) If the Aggregate Capital exceeds applicable Borrower is a Designated Borrower, then the Minimum Funding Thresholdconditions of Section 4.7 to the designation of such Borrower as a Designated Borrower shall have been satisfied. Each request (or deemed request) by Borrowers for funding of a Loan or issuance of a Letter of Credit shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding or issuance.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation --------------------------------------------- of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a);2.1; and
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default shall have occurred and be continuing, or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect . The making of each Credit Extension shall be deemed to be a representation and warranty by each Borrower on the date of such Credit Extension;
Extension as to the accuracy of the facts referred to in this Section 3.2(b). The obligation of Bank to make the initial Advance is also subject to a satisfactory audit by Bank of each Borrower's Accounts, but no audit shall be required in connection with the outstanding letters of credit issued by Bank under the Prior Credit Agreement becoming Letters of Credit under this Agreement. The obligation of Bank to make any Equipment Advance in excess of $50,000 is also subject to (ivi) the Termination Date has not occurred; and
Bank filing UCC-1 financing statements in form and substance satisfactory to the Bank in the applicable filing office or offices in the jurisdiction where the Equipment being financed with such Equipment Advance is located and (vii) the Aggregate Capital exceeds Bank's receipt of lien searches in the Minimum Funding Thresholdapplicable filing offices showing no prior Liens on such Equipment other than the Liens in favor of Bank.
Appears in 1 contract
Sources: Loan and Security Agreement (SQL Financials International Inc /De)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) if in connection with a Proposed Acquisition, timely receipt by Bank of the Borrower shall have delivered to applicable Required Documentation, Acquisition Documents, Acquisition Certificate in respect of such Credit Extension and such other documents and certifications, and completion of such other matters (including without limitation payment of the Administrative Agent and each Lender a Loan Request for such Loanapplicable Origination Fee), in accordance with Section 2.02(a)as Bank may reasonably deem necessary or appropriate;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 Section 5 shall be true, correct and 7.02 are true and correct complete in all material respects on and as of the date of such the request for each Advance in the Required Documentation and on the effective date of each Credit Extension as though made on at and as of each such date unless such (provided, however, that (i) those representations and warranties by their terms refer expressly referring to an earlier date, in which case they another date shall be true true, correct and correct complete in all material respects on and as of such earlier dateother date and (ii) any representation or warranty that is qualified by materiality, Material Adverse Effect or any similar standard shall be true, correct and complete in all respects);
(iic) Borrower shall deliver to Bank an Advance Request pursuant to Section 2.1(b); and
(d) no Event of Default or Unmatured Event of Default has shall have occurred and is be continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) . The request for each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Sources: Loan and Security Agreement (Siebert Financial Corp)
Conditions Precedent to all Credit Extensions. Each The obligation of the L/C Issuer to honor any Letter of Credit Extension hereunder on or after the Closing Date shall be Application is subject to the following conditions precedent thatprecedent:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the The representations and warranties of the Borrower and the Servicer (i) each Credit Party contained in Sections 7.01 Article 6 and 7.02 are (ii) each Credit Party contained in each other Credit Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such Extension, except that (x) representations and warranties that are qualified by their terms refer to an earlier date, in which case they materiality shall be true and correct in all material respects on respects, (y) to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date;, and (z) for purposes of this Section 5.02, the representations and warranties contained in Section 6.07 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 7.01.
(iib) no Event of No Default shall exist, or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such proposed Credit Extension or the application of the proceeds thereof.
(c) The Administrative Agent and the L/C Issuer shall have received a Letter of Credit Application in accordance with the requirements hereof.
(d) The Collateral Delivery Condition shall have been satisfied with respect to such Credit Extension;.
(iiie) no Borrowing Base Deficit exists or would exist after After giving pro forma effect to such Credit Extension;, the Total Outstandings shall not exceed the Aggregate Commitments.
(ivf) After giving pro forma effect to such Credit Extension, and the Termination Date has not occurred; anddelivery of any required Eligible Collateral to any Collateral Account, the Credit Parties shall be in compliance with Section 8.01(b) and Section 8.02(b)(xxiii).
(vg) If the Aggregate Capital exceeds effective date of the Minimum Funding ThresholdApproved Restructuring Plan shall not have occurred, a Financing Order shall be in full force and effect, shall not be subject to a pending appeal or motion for leave to appeal and shall not have been, reversed, modified or amended in any respect without the prior written consent of the Administrative Agent, stayed for a period of five Business Days or longer, vacated or subject to a stay pending appeal; provided, that at the time of the issuance of any Letter of Credit the aggregate amount of which, when added to the Total Outstandings, would exceed the amount authorized by the Interim DIP Order (collectively, the “Additional Credit”), the Administrative Agent and the L/C Issuer shall have received a copy of the Final DIP Order, which, in any event, shall have been entered by the Bankruptcy Court no later than thirty (30) days following the date of entry of the Interim DIP Order (or such later date as approved by the Administrative Agent) and shall have become a Final Order and at the time of the extension of any Additional Credit the Final DIP Order shall be in full force and effect and shall have become a Final Order.
(h) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.
(i) All fees payable with respect to such Letter of Credit shall have been paid. Each Letter of Credit Application submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a), (b), (d), (e) and (f) have been satisfied on and as of the date of the applicable Credit Extension.
Appears in 1 contract
Sources: Letter of Credit Agreement
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) [reserved];
(c) the Servicer shall have delivered to the Administrative Agent and each Lender Credit Party all Information Packages, Weekly Reports and/or Daily Packages and Interim Reports required to be delivered hereunder on or prior to the date of such Credit Extensionhereunder;
(cd) the conditions precedent to such Credit Extension specified in Section 2.01(i2.01(a) through (iiic), shall be satisfied; and;
(de) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has Aggregate Capital would not occurredequal an amount less than the Minimum Funding Threshold after giving effect to such Credit Extension; and
(v) the Aggregate Capital exceeds the Minimum Funding ThresholdTermination Date has not occurred.
Appears in 1 contract
Sources: Receivables Financing Agreement (Waystar Holding Corp.)
Conditions Precedent to all Credit Extensions. Each Bank’s obligation to make each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:Extension,
(a) the Borrower shall have delivered receipt of an executed Payment/Advance Form to the Administrative Agent extent required by and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)1.1.4;
(b) the Servicer representations and warranties in this Agreement shall have delivered to the Administrative Agent be true, accurate, and each Lender complete in all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to material respects as of the date of any Payment/Advance Form or other request by Borrower for a Credit Extension and as of the Funding Date of each Credit Extension; provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), a Material Adverse Change shall not have occurred and be satisfiedcontinuing; and
(d) on if the date of such proposed Credit Extension the following statements shall will be true and correct used in connection with one (and upon the occurrence 1) or more Investments, neither Borrower nor General Partner is aware of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
any Partner (i) the representations and warranties of the Borrower and the Servicer contained who could be excused from participating in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer Investment(s) due to an earlier dateany Excuse Provision, in which case they shall be true and correct in all material respects on and as of such earlier date;
or (ii) no Event who is an Excluded Partner, in each case, unless Bank has been notified of Default or Unmatured Event the same prior to the proposed Credit Extension and the calculation of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no the Borrowing Base Deficit exists or would exist after giving effect is adjusted to reflect a corresponding reduction of such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) the Aggregate Partner’s Callable Capital exceeds the Minimum Funding Thresholdbased upon its pro rata share of any such Investment as if such Partner had participated in such Investment.
Appears in 1 contract
Sources: Loan and Security Agreement
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
: (a) the Borrower shall have delivered to the Administrative Agent, the Collateral Agent and each Lender Group Agent a Loan Request for such Loan, Loan in accordance with Section 2.02(a);
; (b) the Servicer shall have delivered to the Administrative Agent, the Collateral Agent and each Lender all Group Agent a pro forma Information PackagesPackage, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior reflecting the Aggregate Principal, the Reserve Account Required Amount, the YSOC Amount and the Borrowing Base, each as calculated after giving effect to the date proposed Credit Extension and the application of such Credit Extension;
Collections on the upcoming Settlement Date; 751499193.15 22727329 71 (c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer Compass shall be deemed to have represented and warranted that such statements are then true and correct):
): (i) each of the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 this Agreement and 7.02 in each other Transaction Document are true and correct in all material respects on and as of the such date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
; (ii) no Event of Default or Unmatured Event of Default event has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
Extension that constitutes an Event of Termination or an Unmatured Event of Termination that remains continuing; and (iii) no Borrowing Base Deficit Pool Deficiency Amount (calculated without giving effect to clause (ii) of the definition thereof) exists or would exist after giving effect to such Credit Extension;
Extension and the application of Collections in accordance with Section 3.01(d); (ivd) the amount of money equal to any shortfall in the Reserve Account Required Amount on such date shall be deposited into the Reserve Account on such date from the proceeds of such Credit Extension such that the amount on deposit in the Reserve Account shall be at least equal to the Reserve Account Required Amount; (e) the Termination Date has shall not have occurred; and
(vf) the Aggregate Capital exceeds Required Loan Documents for such Eligible Receivables shall have been transferred to the Minimum Funding ThresholdeVault; and (g) the applicable Group Agent has approved of the related Loan Request in accordance with Section 2.02. SECTION 5.03.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and each Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The Restatement Date shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)occurred;
(b) the Servicer The applicable Borrower shall have delivered to the Administrative Agent and each Lender all Information Packagesa Notice of Borrowing in accordance with Section 2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or Section 3.2(b), Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extensionas applicable;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date Each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower Credit Parties set forth in this Agreement and in the Servicer contained in Sections 7.01 other Credit Documents qualified as to materiality are true and 7.02 correct and those not so qualified are true and correct in all material respects on and respects, in each case only as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to Credit Extension (except to the extent any such representations and warranties by their terms refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case only on and as of such earlier specific date), provided that the representation and warranty set forth in Section 5.12 shall only be made on the Restatement Date;
(iid) no Event With respect to the making of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such any Credit Extension, the limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect thereto;
(iiie) no Borrowing With respect to the Issuance of any Letter of Credit, the conditions in Section 3.4 have been satisfied;
(f) The Security Documents shall be in full force and effect;
(g) The Minimum Collateral Amount shall not exceed the Collateral Base Deficit exists or would exist on such date, both immediately before and after giving effect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(vh) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to such Credit Extension. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the Aggregate Capital exceeds consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the Minimum Funding Thresholdapplicable Borrower that the statements contained in Section 4.2(c) through Section 4.2(h) above are true, both as of the date of such notice or request and as of the date such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Allied World Assurance Co Holdings, AG)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to Payment/Advance Form or the Administrative Agent and each Lender a Loan Request for such Loan, Borrowing Base Certificate in accordance with Section 2.02(a)substantially similar form as Exhibit B or Exhibit C attached hereto;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of Borrower’s request for such Credit Extension and on the effective date of each Credit Extension as though made on at and as of each such date unless (except to the extent that any such representations and warranties by their terms refer representation or warranty specifically relates to an earlier date, in which case they shall be date is true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing), and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
(iv) . The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurreddate of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2; and
(vc) in Bank’s sole discretion, there has not been any material impairment in the Aggregate Capital exceeds Accounts, general affairs, management, results of operation, financial condition or the Minimum Funding Thresholdprospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.
Appears in 1 contract
Sources: Loan and Security Agreement (Bridgeline Digital, Inc.)
Conditions Precedent to all Credit Extensions. Each (a) No Lender or LC Issuer shall be required to make any Credit Extension hereunder on or (excluding any Borrowing that, after the Closing Date shall be subject giving effect thereto and to the conditions precedent thatapplication of the proceeds thereof, does not increase the aggregate amount of outstanding Borrowings), unless on the applicable Credit Extension Date:
(ai) the Borrower The Administrative Agent shall have delivered to received a Borrowing Request as provided in Section 2.03 or (if applicable) the Administrative Agent and each Lender a Loan Request LC Issuer and (if applicable) Administrative Agent shall have received the notice, Facility LC Application and other documents provided for such Loan, in accordance with Section 2.02(a)2.19.3;
(bii) The representations and warranties of the Servicer Borrower contained in Article V hereof are true and correct as of such Borrowing Date or Issuance Date except for changes permitted by the terms of this Agreement and other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date; provided, however, that for the purposes hereof, (A) from and after the date of delivery by the Borrower pursuant to Section 6.04(a) of the consolidated financial statements for the year ended December 31, 2005, the references in Section 5.03 to "Borrower Audited Financial Statements" shall have delivered be deemed to be references to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required annual audited financial statements most recently delivered by the Borrower pursuant to be delivered hereunder on or prior to Section 6.04(a) as of the date of such request for a Credit Extension; (B) from and after that date of delivery by the Borrower pursuant to Section 6.04(b) of its consolidated financial statements for the quarter ending March 31, 2006, the references in Section 5.03 to "Borrower Unaudited Financial Statements" shall be deemed to be references to the quarterly unaudited financial statements most recently delivered by the Borrower pursuant to Section 6.04(b) as of the date of such request for a Credit Extension and (C) from and after the date of delivery by the Borrower pursuant to Section 6.04(l) or Section 6.04(m) of a revised Schedule III, the references to "Schedule III" in Section 5.13 shall be deemed to be references to the revised Schedule III most recently delivered by the Borrower pursuant to Section 6.04(l) or Section 6.04(m) as of the date of such request for a Credit Extension;
(ciii) There exists no Default or Unmatured Default;
(iv) The making of the conditions precedent to such Credit Extension specified will not result in Section 2.01(i) through (iii), shall be satisfied; andany Default or Unmatured Default;
(dv) on If the date of such Credit Extension Borrower does not have an Investment Grade Rating at the following statements shall be true and correct (and upon the occurrence time of such Credit Extension, the Borrower and will be in compliance with the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from Borrowing Base Limitation after such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(vvi) The Borrower would be in compliance with the Aggregate Capital exceeds covenants contained in Sections 7.01, 7.03 and 7.04 if determined as of the Minimum Funding Thresholdapplicable Credit Extension Date. Each Borrowing Request and each request by the Borrower for a Facility LC or for a Modification shall constitute a representation and warranty by the Borrower that all of the conditions contained in this Section 4.02 have been satisfied.
Appears in 1 contract
Sources: Credit Agreement (NVR Inc)
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
: (a) in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Lender Group Agent a Loan Request for such Loan, in accordance with Section 2.02(a);
; (b) the Servicer shall have delivered to the Administrative Agent and each Lender Group Agent all Information Packages, Weekly Reports and/or Daily Reports Packages required to be delivered hereunder on or prior to the date of such Credit Extension;
hereunder; (c) the conditions precedent to such Credit Extension specified in Section 2.01(i2.01(a) through (iii), d) shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
): (i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date;
; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
; (iv) the Aggregate Capital would not equal an amount less than the Minimum Funding Threshold after giving effect to such Credit Extension; and (v) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.
Appears in 1 contract
Sources: Receivables Financing Agreement (Applied Industrial Technologies Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a);2.1; and
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Article 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations (after giving effect to any updates to the Schedule made after the Closing Date and warranties approved by their terms refer Bank in writing; provided, however, those updates with respect to an earlier date“Subsidiaries”, in which case they “Litigation” and “Inbound Licenses” on the Schedule (and not with respect to any other information on the Schedule), shall be true and correct in all material respects on and as deemed approved by Bank by the making of a Credit Extension provided that, not later than three (3) Business Days before the proposed effective date of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred Credit Extension, Borrower delivers to Bank in writing a proposed Schedule indicating such updates with respect to “Subsidiaries”, “Litigation” and is continuing“Inbound Licenses” on the Schedule), and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have Payment/Advance Request Form as provided in Section 2.1; and, in the event Borrowers are requesting an Advance to be made based on the Eligible Accounts as of a measurement date that is more recent than that which is reflected in the Routine Borrowing Base Certificate most recently delivered to the Administrative Agent Bank, Borrowers shall also deliver to Bank an Off-Cycle Borrowing Base Certificate to Bank, along with Borrowers’ month-to-date sales, collections, purchases, and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)non-cash charges reports;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
(iv) . The making of each Credit Extension shall be deemed to be a representation and warranty by a Borrower on the Termination Date has not occurreddate of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2; and
(vc) in Bank’s sole discretion, there has not been any material impairment in the Aggregate Capital exceeds Accounts, general affairs, management, results of operation, financial condition or the Minimum Funding Thresholdprospect of repayment of the Obligations.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and each Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The Restatement Effective Date shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)occurred;
(b) the Servicer The applicable Credit Party shall have delivered (i) a Notice of Borrowing in accordance with Section 2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or 3.2(b), as applicable, (ii) with respect to a requested Borrowing, a Borrowing Base Report on the Business Day immediately preceding the proposed date of the requested Borrowing and (iii) with respect to a requested Issuance of any Letter of Credit, a Borrowing Base Report upon the request of the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;Agent.
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date Each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of set forth in this Agreement and in the Borrower and the Servicer contained in Sections 7.01 and 7.02 are other Credit Documents shall be true and correct in all material respects on and as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to such representations and warranties by their terms refer Credit Extension (except to an earlier the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case they such representation or warranty shall be true and correct in all material respects on and as of such earlier date;).
(iid) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from The limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect to any such Credit Extension;
(iiie) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section 3.4 shall have been satisfied;
(f) With respect to the applicable Credit Party, there has been no Borrowing Base Deficit material adverse effect upon the ability of such Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents and there exists no event, condition or state of facts that would exist reasonably be expected to result in such material adverse effect; and
(g) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to such Credit Extension;
. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by (ivi) the Termination Date has not occurred; and
applicable Credit Party that the conditions contained in Section 4.2(c) through Section 4.2(g) are satisfied (vwith respect to Section 4.2(c), only as to such representations and warranties made by such Credit Party) and (ii) each other Credit Party that the Aggregate Capital exceeds conditions contained in Sections 4.2(c) and 4.2(g) are satisfied (with respect to Section 4.2(c), only as to such representations and warranties made by such Credit Party), in each case both as of the Minimum Funding Thresholddate of such notice or request and as of the date such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Platinum Underwriters Holdings LTD)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and each Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The Closing Date shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)occurred;
(b) the Servicer The applicable Borrower shall have delivered to the Administrative Agent and each Lender all Information Packagesa Notice of Borrowing in accordance with Section 2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or Section 3.2(b), Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;as applicable.
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date Each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower Borrowers set forth in this Agreement and in the Servicer contained in Sections 7.01 other Credit Documents qualified as to materiality are true and 7.02 correct and those not so qualified are true and correct in all material respects on and respects, in each case only as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to Credit Extension (except to the extent any such representations and warranties by their terms refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case only on and as of such earlier specific date);
(iid) no With respect to the making of any Credit Extension, the limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect thereto;
(e) With respect to the Issuance of any Letter of Credit, the conditions in Section 3.3 have been satisfied; and
(f) No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuingbe continuing on such date, both immediately before and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the applicable Borrower that the statements contained in Section 4.2(c) through Section 4.2(f) above are true, both as of the Termination Date has not occurred; and
(v) date of such notice or request and as of the Aggregate Capital exceeds the Minimum Funding Thresholddate such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Allied World Assurance Co Holdings LTD)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon Borrower’s compliance with all applicable provisions of Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer Borrower shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extensionin compliance with Section 6.6;
(c) in Bank’s sole discretion, there has not been a Material Adverse Effect;
(d) Borrower’s actual cash burn is not significantly greater than that set forth in Borrower’s board-approved plan delivered pursuant to Section 6.2(iii) or as revised and approved by Borrower’s board of directors and acceptable to Bank;
(e) Borrower has not previously received any FDA notification of an event or decision that is of such a significant severity as to jeopardize the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfiedoutcome or continuation of an ongoing trial; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(if) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.
4) Section 6.2(a) of the Agreement is hereby amended and restated, as follows:
(a) Within 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with (i) aged listings by invoice date of accounts receivable (if any) and accounts payable, (ii) a report of clinical trial enrollment, (iii) a report of actual cash burn vs. Borrower’s cash burn plan, including notification of any changes to Borrower’s cash burn plan, and (iv) upon Bank’s request, account statements for any bank accounts or investment accounts held outside Bank.
5) Section 6.6 of the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.Agreement is hereby amended and restated, as follows:
Appears in 1 contract
Sources: Loan and Security Agreement (Marinus Pharmaceuticals Inc)
Conditions Precedent to all Credit Extensions. Each Bank's agreement to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the conditions precedent thatfollowing:
(a) receipt of the Borrower shall have delivered to Invoice Transmittal and the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with documents required by Section 2.02(a)2.1.1(c) of this Agreement;
(b) the Servicer Bank shall have delivered to (at its option) conducted the Administrative Agent confirmations and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date verifications as described in Section 2.1.1(d) of such Credit Extensionthis Agreement;
(c) each of the conditions precedent to such representations and warranties in Section 5.3 of this Agreement shall be true, accurate, and correct on the date of the Invoice Transmittal and on the effective date of each Credit Extension specified and no Event of Default shall have occurred and be continuing, or result from the Credit Extension. Each Credit Extension is Borrower's representation and warranty on that date that the representations and warranties in Section 2.01(i) through (iii)5.3 of this Agreement remain true, shall be satisfied; andaccurate, and correct;
(d) on the date each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true this Agreement (other than those in Section 5.3) shall be true, accurate, and correct in all material respects on and as of the date of such the Invoice Transmittal and on the effective date of each Credit Extension as though made and no Event of Default shall have occurred and be continuing, or result from the Credit Extension. Each Credit Extension is Borrower's representation and warranty on and as of such that date unless such that the representations and warranties by their terms refer to an earlier datein this Agreement (other than those in Section 5.3) are true, in which case they shall be true accurate, and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(ve) with respect to each Advance requested on or after the Aggregate Capital exceeds Third LMA Effective Date (other than the Minimum Funding ThresholdExcepted Advance), Bank's receipt of evidence satisfactory to Bank in its sole discretion that Borrower has an Adjusted Quick Ratio of at least 1.25 to 1.0 at such time and will have an Adjusted Quick Ratio of at least 1.25 to 1.0 up to and after the making of each such Advance." 7 The Loan Agreement shall be amended by deleting the following text, appearing in Section 5.3 thereof:
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) in the case of a Loan, the Borrower shall have delivered to the Administrative Agent a Loan Request for such Loan, and in the case of a Letter of Credit, the Borrower shall have delivered to the Administrative Agent and each Lender the LC Bank, a Loan Request Letter of Credit Application for such LoanLC Issuance, in each case, in accordance with Section 2.02(a) or Section 3.01(a), as applicable;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Packages and Interim Reports required to be delivered hereunder on or prior to the date of such Credit Extensionhereunder;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii) and Section 3.01(a), as applicable, shall be satisfied; and;
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists based on the data provided as of the most recent Information Package or Interim Report required to be delivered under this Agreement by the Administrative Agent (provided that Borrower may elect to provide a more recent Interim Report which the Administrative Agent may rely on in its sole discretion in determining whether this clause (iii) is satisfied);
(iv) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(ivv) the Termination Date has not occurred;
(vi) the Aggregate Capital plus the LC Participation Amount exceeds the Minimum Usage Threshold; and
(vvii) with respect to each Lender, the Aggregate sum of such ▇▇▇▇▇▇’s outstanding Capital exceeds plus such ▇▇▇▇▇▇’s Commitment Percentage of the Minimum Funding ThresholdLC Participation Amount, does not exceed such ▇▇▇▇▇▇’s Commitment.
Appears in 1 contract
Sources: Receivables Financing Agreement (Core Natural Resources, Inc.)
Conditions Precedent to all Credit Extensions. Each The making of the initial Loan under this Agreement and each subsequent Loan and the issuance of the initial Letter of Credit Extension hereunder on or after the Closing Date shall be and each subsequent Letter of Credit are subject to the following further conditions precedent that:
precedent: (a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
Loan, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5, (b) upon the Agent’s request, the Servicer shall have delivered to the Agent at least three (3) days prior to such Loan an interim Monthly Report showing the amount of Eligible Receivables; (c) the conditions precedent to Agent shall have received such Credit Extension specified in Section 2.01(i) through (iii)other approvals, shall be satisfied; and
opinions or documents as it may reasonably request and (d) on the each Borrowing Date and each date of such a Letter of Credit Extension Request, the following statements shall be true and correct (and upon acceptance of the occurrence proceeds of such Credit Extension, the Borrower and the Servicer Loan shall be deemed to have represented a representation and warranted warranty by the Borrower that such statements are then true and correcttrue):
(i) the representations and warranties of the Borrower and the Servicer contained set forth in Sections 7.01 and 7.02 Section 5.1 are true and correct in all material respects (unless such representation and warranty is already qualified as to materiality) on and as of the date of such Credit Extension as though made on and as of such date unless of such Credit Extension, except to the extent such representations and warranties by their terms refer are expressly limited to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default event has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit ExtensionLoan, that will constitute an Amortization Event or a Servicer Termination Event and no event has occurred and is continuing, or would result from such Loan, that would constitute an Unmatured Amortization Event;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;the Facility Termination Date shall not have occurred; and
(iv) the Termination Date has Credit Exposure does not occurred; and
exceed the lesser of (vi) the Aggregate Capital exceeds Facility Limit in effect on such Borrowing Date and (ii) the Minimum Funding ThresholdNet Pool Balance less the Required Reserve.
Appears in 1 contract
Sources: Receivables Loan Agreement (Arkansas Best Corp /De/)
Conditions Precedent to all Credit Extensions. Each Credit Extension Agent, Issuing Bank and Lenders shall not be required to make any credit extension hereunder (including funding any Loan or arranging any Letter of Credit), if the following conditions are not satisfied on or after the Closing Date shall be subject to the conditions precedent thatsuch date and upon giving effect thereto:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)No Default or Event of Default exists;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the The representations and warranties of each Obligor in the Borrower and the Servicer contained in Sections 7.01 and 7.02 Loan Documents are true and correct in all material respects on and as (without duplication of the date of such Credit Extension as though made on and as of such date unless such any materiality qualifier contained therein) except for representations and warranties by their terms refer to that expressly apply only on an earlier date, in date which case they shall be true and correct in all material respects on and as of such earlier datedate (without duplication of any materiality qualifier contained therein);
(iic) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit ExtensionNo Overadvance shall exist;
(iiid) no Borrowing Base Deficit exists With respect to a Letter of Credit issuance (or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurreddeemed issuance), all LC Conditions are satisfied; and
(ve) The aggregate amount of Debt incurred by the Aggregate Capital exceeds Obligors pursuant to the Minimum Funding ThresholdLoan Documents shall not exceed the amount of such Debt permitted to be outstanding under the Senior Secured Notes Indenture or under the terms of any other Permitted Junior Debt (or Permitted Refinancing Debt in respect thereof). Each request (or deemed request) by Borrower for any credit extension shall constitute a representation by Borrower that the foregoing conditions are satisfied on the date of such request and on the date of the credit extension. As an additional condition to a credit extension, Agent may request any other information, certification, document, instrument or agreement as it deems appropriate.
Appears in 1 contract
Sources: Loan and Security Agreement (Summit Midstream Partners, LP)
Conditions Precedent to all Credit Extensions. Each Credit Extension Agent, Issuing Bank and Lenders shall not be required to make any credit extension hereunder (including funding any Loan or arranging any Letter of Credit), if the following conditions are not satisfied on or after the Closing Date shall be subject to the conditions precedent thatsuch date and upon giving effect thereto:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)No Default or Event of Default exists;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the The representations and warranties of each Obligor in the Borrower and the Servicer contained in Sections 7.01 and 7.02 Loan Documents are true and correct in all material respects on and as (without duplication of the date of such Credit Extension as though made on and as of such date unless such any materiality qualifier contained therein) except for representations and warranties by their terms refer to that expressly apply only on an earlier date, in date which case they shall be true and correct in all material respects on and as of such earlier datedate (without duplication of any materiality qualifier contained therein);
(iic) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit ExtensionNo Overadvance shall exist;
(iiid) no Borrowing Base Deficit exists With respect to a Letter of Credit issuance (or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurreddeemed issuance), all LC Conditions are satisfied; and
(ve) The aggregate amount of Debt incurred by the Aggregate Capital exceeds Obligors pursuant to the Minimum Funding ThresholdLoan Documents shall not exceed the amount of such Debt permitted to be outstanding under the 2029 Senior Notes Indenture or under the terms of any other Permitted Junior Debt (or Permitted Refinancing Debt in respect thereof). Each request (or deemed request) by Borrower for any credit extension shall constitute a representation by Borrower that the foregoing conditions are satisfied on the date of such request and on the date of the credit extension. As an additional condition to a credit extension, Agent may request any other information, certification, document, instrument or agreement as it deems appropriate.
Appears in 1 contract
Sources: Loan and Security Agreement (Summit Midstream Partners, LP)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender to make any Credit Extension hereunder on or after the Closing Date shall be is subject to the satisfaction (or waiver pursuant to Section 10.01) of the following conditions precedent thatprecedent:
(a) the Borrower shall have delivered to the Administrative Agent The representations and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
warranties of (bi) the Servicer shall have delivered Borrowers contained in Article V (except, with respect to Credit Extensions, for the Administrative Agent representations and warranties in Sections 5.05(b) and 5.06) and (ii) each Lender all Information PackagesLoan Party contained in each other Loan Document, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted in all material respects except that such statements are then true and correct):
(i) the all representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 that are qualified by materiality are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless Extension, except to the extent that such representations and warranties by their terms specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects on (or true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date;.
(iib) no Event of No Default shall exist, or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such proposed Credit Extension;.
(iiic) no Borrowing Base Deficit exists The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent would exist after giving effect to make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Term Benchmark Rate Loans) submitted by any 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;
(iv) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Loan in accordance with Section 2.02(a2.02(b);
(b) after making the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder Credit Extensions requested on or prior to the date of such Credit ExtensionDate, the Aggregate Loan Amount shall not exceed the Maximum Facility Limit then in effect;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Initial Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Initial Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Unmatured Early Amortization Event, Early Amortization Event, Event of Default or Unmatured Event of Default has occurred and is continuing, and no Unmatured Early Amortization Event, Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) no Interest Reserve Account Deficit Amount exists or would exist after giving effect to such Credit Extension and any pro forma interest expense caused by the increase in the principal amount of the Loans;
(v) the Revolving Period Termination Date has not occurred; and
(vd) each Lender Group shall have funded its ratable portion of such Credit Extension by 5:00 p.m (New York City time) on the Aggregate Capital exceeds date of the Minimum Funding Thresholdapplicable Credit Extension. No advance of a Loan hereunder shall constitute a waiver of any condition to the Lenders’ obligation to make such an advance unless such waiver is in writing and executed by the Required Lenders.
Appears in 1 contract
Sources: Loan and Security Agreement (Sinclair Broadcast Group Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the following conditions precedent thatprecedent:
(a) receipt by (i) the Borrower shall have delivered to Lenders of an executed Disbursement Letter in the Administrative Agent form of Exhibit B‑1 attached hereto; and each Lender a (ii) PWB of an executed Loan Payment/Advance Request for such Loan, Form in accordance with Section 2.02(a)the form of Exhibit B‑2 attached hereto;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower in Section 5 hereof shall be true, accurate and the Servicer contained in Sections 7.01 and 7.02 are true and correct complete in all material respects on and as of the date of the Disbursement Letter (and the Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such Credit Extension as though made on and as of such date unless such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by their terms refer materiality in the text thereof; and provided, further that those representations and warranties expressly referring to an earlier date, in which case they a specific date shall be true true, accurate and correct complete in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from shall have occurred and be continuing 6
(c) in such Credit ExtensionLender’s reasonable discretion, there has not been any Material Adverse Change;
(iiid) no Borrowing Base Deficit exists or would exist to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after giving effect to such Credit Extension;
(iv) the Termination Date has not occurredEffective Date; and
(ve) payment of the Aggregate Capital exceeds the Minimum Funding Thresholdfees and Lenders’ Expenses then due as specified in Section 2.6 hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Aratana Therapeutics, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) with respect to the initial Advance under the Revolving Line, Borrower shall have delivered to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the Administrative Agent form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and each Lender a Loan Request for such Loanaccounts payable, in accordance with Section 2.02(a)no later than the date which is thirty (30) days prior to Bank’s making of the initial Advance under the Revolving Line;
(b) timely receipt by Bank of the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;Payment/Advance Form as provided in Section 2.1; and
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Article 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Sources: Loan and Security Agreement (Berkeley Lights, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is subject to the following conditions precedent thatprecedent:
(a) receipt by Agent of an executed Disbursement Letter in the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)form of Exhibit B attached hereto;
(b) the Servicer representations and warranties in Section 5 hereof shall have delivered to the Administrative Agent be true and each Lender accurate in all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder material respects on or prior to the date of the Disbursement Letter and on the Funding Date of such Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects (or in all respects, if applicable pursuant to the foregoing proviso) as of such date, and no Event of Default shall have occurred and be continuing or result from such Credit Extension;
(c) there has not been any Material Adverse Change, as determined by Required Lenders;
(d) to the conditions precedent extent requested by any ▇▇▇▇▇▇, duly executed copies of the Secured Promissory Notes in favor of such Lender according to such Credit Extension specified in Section 2.01(iits Commitment Percentage with respect to the Commitments;
(e) through (iii)with respect to any advance of a Term B Loan, shall be satisfiedthe Term B Milestone is achieved and Agent has received reasonably satisfactory calculations supporting the same, certified by a Responsible Officer; and
(df) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties payment of the Borrower fees and Secured Party Expenses then due as specified in Section 2.5 hereof (including in accordance with the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding ThresholdFee Letter).
Appears in 1 contract
Sources: Loan and Security Agreement (Orthofix Medical Inc.)
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder On the date of each Borrowing (including each Swingline Borrowing, but not including any Borrowing made on or after the Closing Date shall be subject to Date) and on the conditions precedent that:date of each issuance, amendment (only if such amendment increases the amount thereof), extension or renewal of a Letter of Credit (each such occurrence, a “Credit Extension”):
(a) the Lead Borrower shall have delivered to the Administrative Agent (and each Lender the Swingline Lenders in the case of a Loan Swingline Borrowing) a customary Borrowing Request, or LC Request for such Loan, in accordance with Section 2.02(a)as the case may be;
(b) Availability on the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the proposed date of such Credit ExtensionBorrowing shall be adequate to cover the amount of such Borrowing and/or issuance, amendment, extension or renewal of such Letter of Credit;
(c) no Default or Event of Default shall exist at the conditions precedent to time of, or result from, such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfiedfunding or issuance; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained each Loan Party set forth in Sections 7.01 and 7.02 are true and correct Article III of this Agreement or in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they any Security Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding or issuance (except for representations and warranties that expressly relate 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;
). Each request by the Borrowers for funding of a Revolver Loan, or issuance, amendment, modification, renewal or extension of a Letter of Credit shall constitute a representation by the Borrowers that the conditions in clauses (iib) no Event through (d) above are satisfied on the date of Default such request and on the date of such funding or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Thresholdissuance.
Appears in 1 contract
Sources: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and the Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The applicable Credit Party shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Notice of Borrowing in accordance with Section 2.02(a2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or Section 3.2(b);, as applicable.
(b) In the Servicer event such Credit Extension is the issuance of a Letter of Credit to be secured by L/C Collateral, the applicable Credit Party shall have delivered to a L/C Collateral Balance Report concurrently with the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to delivery of the date Letter of such Credit ExtensionNotice;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date Each of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of set forth in this Agreement and in the Borrower and the Servicer contained in Sections 7.01 and 7.02 are other Credit Documents shall be true and correct in all material respects on and as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to Credit Extension (except (i) to the extent any such representations and warranties by their terms refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they such representation or warranty shall be true and correct in all material respects on and as of such earlier datedate and (ii) that the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1);
(iid) no With respect to the making of any Credit Extension, the limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect thereto;
(e) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section 3.4 have been satisfied; and
(f) No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuingbe continuing on such date, both immediately before and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the applicable Credit Party that the statements contained in Section 4.2(c) through Section 4.2(f) above are true, both as of the Termination Date has not occurred; and
(v) date of such notice or request and as of the Aggregate Capital exceeds the Minimum Funding Thresholddate such Credit Extension is made.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) : the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) ; the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Packages and Interim Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) hereunder; the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) ): the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) ; no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) ; no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) ; the Termination Date has not occurred; and
(v) and the Aggregate Capital Loan Amount exceeds the Minimum Funding Threshold; and with respect to the initial Credit Extension, the Administrative Agent shall have received recorded copies or other evidence of filing of amendments, assignments or releases, in each case releasing any Receivables and Related Security described in any mortgages filed in favor of the Credit Agreement Agent, in form and substance acceptable to the Administrative Agent.
Appears in 1 contract
Sources: Receivables Financing Agreement (Compass Minerals International Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is contingent upon Borrower’s compliance with Section 3.1 above, and is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Advance/Paydown Request for such Loan, Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer Borrower shall have delivered transferred substantially all of its Cash assets into operating accounts held with Bank and otherwise be in compliance with Section 6.6 hereof;
(c) a warrant, duly executed by Borrower, in substantially the form attached hereto as Exhibit E, with respect to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(cd) prior to the conditions precedent to such initial Credit Extension specified Extension, Borrower shall provide all monthly financial statements, in accordance with Section 2.01(i) through (iii6.2(i), shall be satisfiedsince Borrower’s most recent financial reporting filing with the Securities and Exchange Commission; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(ie) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Payment/Advance Form as provided in Section 2.1 and a Borrowing Base Certificate as provided in Section 9.1(b); provided that if the Borrower submits a Borrowing Base Certificate with the Payment/Advance Form that shows that the Borrowing Base has increased since the most recent Borrowing Base Certificate delivered pursuant to Section 9.1(b), the Borrowing Base Certificate submitted with the Payment/Advance Form shall have delivered to control for purposes of Bank’s determination of the Administrative Agent and each Lender a Loan Request for such Loan, Borrowing Base in accordance connection with Section 2.02(a)the Credit Extension then being requested;
(b) receipt by Bank of an executed Disbursement Letter substantially in the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date form of such Credit Extension;Exhibit F attached hereto; and
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Article 6 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower and each Guarantor on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2(c).
Appears in 1 contract
Sources: Loan, Guaranty and Security Agreement (Cinedigm Corp.)
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on The obligation of each Lender to make any Advance to any Borrower and of the LC Issuer to issue or after modify any Facility LC for the Closing Date account of any Borrower shall be subject to the further conditions precedent that:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) that on the date of such Credit Extension the following statements shall be true true, and correct (a) the giving of the applicable Notice of Borrowing and upon the occurrence acceptance by the applicable Borrower of the proceeds of Advances pursuant thereto and (b) the request by a Borrower for the issuance or Modification of a Facility LC shall, in each case, constitute a representation and warranty by such Borrower that on the date of the making of such Credit Extension, Advances or the Borrower and the Servicer shall be deemed to have represented and warranted that issuance or Modification of such Facility LC such statements are then true and correct):true:
(iA) the The representations and warranties of the such Borrower and the Servicer contained in Sections 7.01 and 7.02 Section 4.01 are true and correct in all material respects on and as of the date of such Credit Extension, before and after giving effect to such Credit Extension and, in the case of the making of Advances, the application of the proceeds therefrom, as though made on and as of such date unless such date; provided that this Section 3.02(A) shall not apply to the representations and warranties by their terms refer set forth in Sections 4.01(e)(i)(B), 4.01(e)(ii)(B), 4.01(e)(iii)(B) and 4.01(e)(iv) (B) and the first sentence of Section 4.01(f) with respect to an earlier datea Borrowing if the proceeds of such Borrowing will be used exclusively to repay such Borrower's commercial paper (and, in which case they shall be true and correct in all material respects on and as the event of any such Borrowing, the Administrative Agent may require the applicable Borrower to deliver information sufficient to disburse the proceeds of such earlier date;Borrowing directly to the holders of such commercial paper or a paying agent therefor); and
(iiB) no No event has occurred and is continuing, or would result from such Credit Extension or, in the case of the making of Advances, from the application of the proceeds therefrom, that constitutes an Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect with respect to such Credit Extension;
(iv) the Termination Date has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding ThresholdBorrower.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject The obligation of Bank to the conditions precedent that:
(a) the Borrower shall have delivered to the Administrative Agent and make each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, including the Borrower and the Servicer shall be deemed initial Credit Extension, is further subject to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they Section 5 shall be true and correct in all material respects on and as of the effective date of each Credit Extension as though made at and as of each such earlier date (provided, however, that those representations and warranties expressly referring to another date shall be true and correct in all material respects as of such date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing), and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2. The making of each Credit Extension shall also be subject to the delivery by Borrower to the Bank, to the extent not delivered at the Closing, of duly executed original Secured Promissory Notes, in number, form and content acceptable to the Bank, with respect to such Credit Extension made by the Bank after the Closing Date. Furthermore, if on the date of the making of a Credit Extension (iv) other than the Termination Date first Credit Extension made hereunder), the Borrower has not occurred; and
been subject to the reporting provisions of Section 6.3 for a period of at least three (v3) months, the Aggregate Capital exceeds Borrower shall provide to the Minimum Funding ThresholdBank, prior to the making of such Credit Extension by the Bank, all reports and certificates that the Borrower would have been obligated to provide during the period of the immediately preceding three (3) months and through the date of the making of such Credit Extension, if throughout such period any amount of Term Loans or Revolving Advances remained outstanding.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each Lender’s obligations to make each Credit Extension hereunder on or after (excluding, however, the Closing Date shall be Initial Credit Extension), is subject to the following conditions precedent that:
precedent: (a) the Borrower shall have delivered to the Administrative Agent at least two (2) months and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
fifteen (b15) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or Business Days prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence proposed Funding Date of such Credit Extension, the Borrower ▇▇▇▇▇▇’s receipt of an executed Loan Request, Borrowing Base Statement and the Servicer shall be deemed Monthly Statements for the prior financial reporting period (an “Initial Loan Request”); (b) at least ten (10) Business Days prior to have represented the proposed Funding Date of such Credit Extension, ▇▇▇▇▇▇’s receipt of an executed Loan Request, Borrowing Base Statement and warranted that such statements are then true any other materials and correct):
documents required by Section 3.2(a), each being updated versions of the documents provided pursuant to Section 3.2(a); (ic) the Borrower’s representations and warranties of the Borrower in this Agreement shall be true, accurate, and the Servicer contained in Sections 7.01 and 7.02 are true and correct complete in all material respects on and as of the date of such the Credit Extension as though made request under Section 3.2(a) and on the Funding Date of each Credit Extension; provided, however, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all respects as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default shall have occurred and be continuing or Unmatured Event of Default would result from such the Credit Extension;
. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all respects; provided, however, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (iiid) [Intentionally Omitted]; (e) Lender shall have received satisfactory evidence that Borrower’s Board has approved that such Authorized Signer may provide such notices and request Credit Extensions; and (f) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv) the Termination Date Material Adverse Change has not occurred; and
(v) the Aggregate Capital exceeds the Minimum Funding Threshold.
Appears in 1 contract
Sources: Loan and Security Agreement (Lightning eMotors, Inc.)
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject The obligation of Bank to the conditions precedent that:
(a) the Borrower shall have delivered to the Administrative Agent and make each Lender a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, including the Borrower and the Servicer shall be deemed initial Credit Extension, is further subject to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they Section 5 shall be true and correct in all material respects on and as of the effective date of each Credit Extension as though made at and as of each such earlier date (except for representations and warranties that relate to a specific date;
(ii) no Event , which shall be true and correct in all material respects as of Default or Unmatured Event of Default has occurred and is continuingsuch date), and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2. Furthermore, the making of each Credit Extension shall be subject to the (ivi) delivery by Borrower to the Termination Bank, to the extent not delivered at the Closing, of duly executed original Secured Promissory Notes, in number, form and content acceptable to the Bank, with respect to such Credit Extension made by the Bank after the Closing Date has not occurred; and
and (vii) in the Aggregate Capital exceeds event of Credit Extension of Term B Loans, the Minimum Required Reserves Test must be met on the Funding ThresholdDate of the Term B Loans and the Seventy Five Percent Test must be met on or before the Funding Date of the Term B Loans but no earlier than ten (10) days prior to the Funding Date of the Term B Loans.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of each Lender and the Fronting Bank to make any Credit Extension hereunder on or after the Closing Date shall be subject to the prior or concurrent satisfaction (in form and substance reasonably satisfactory to the Administrative Agent) of each of the conditions precedent thatset forth below:
(a) the Borrower The applicable Credit Party shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Notice of Borrowing in accordance with Section 2.02(a2.2(b) or a Letter of Credit Notice in accordance with Section 3.1(b) or Section 3.2(b), as applicable. In the event such Credit Extension is pursuant to the Tranche 2 Commitments, the applicable Credit Party shall have delivered a Borrowing Base Report on the Business Day immediately preceding the proposed date of Issuance of a Tranche 2 Letter of Credit;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date Each of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of set forth in this Agreement and in the Borrower and the Servicer contained in Sections 7.01 and 7.02 are other Credit Documents shall be true and correct in all material respects on and as of the date of such any Credit Extension Extension, with the same effect as though if made on and as of such date unless date, both immediately before and after giving effect to Credit Extension (except to the extent any such representations and warranties by their terms refer representation or warranty is expressly stated to an earlier have been made as of a specific date, in which case they such representation or warranty shall be true and correct in all material respects on and as of such earlier date);
(iic) With respect to the making of any Credit Extension, the limitation on amounts set forth under Section 2.1 will not be exceeded immediately after giving effect thereto;
(d) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section 3.4 have been satisfied;
(e) With respect to the applicable Credit Party, there has been no material adverse effect upon the ability of such Credit Party to perform its payment or other material obligations under this Agreement or any of the other Credit Documents and there exists no event, condition or state of facts that would reasonably be expected to result in such material adverse effect; and
(f) No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuingbe continuing on such date, both immediately before and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;
(iv. Each giving of a Notice of Borrowing or a Letter of Credit Notice, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the applicable Credit Party that the statements contained in Section 4.2(b) through Section 4.2(f) above are true, both as of the Termination Date has not occurred; and
(v) date of such notice or request and as of the Aggregate Capital exceeds the Minimum Funding Thresholddate such Credit Extension is made.
Appears in 1 contract
Sources: Credit Agreement (Platinum Underwriters Holdings LTD)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a)2.1;
(b) receipt by Bank of a current Borrowing Base Certificate signed by a Responsible Officer in substantially the Servicer shall have delivered to form of Exhibit C attached hereto, together with the Administrative Agent address and phone number of each Lender all Information Packagesaccount debtor included in such Borrowing Base Certificate, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date with current aged listings of such Credit Extensionaccounts receivable and accounts payable;
(c) receipt by Bank of the conditions precedent to such financial information described in Section 6.3(a) for the two months immediately preceding the date of the request for a Credit Extension specified as well as a current Compliance Certificate in Section 2.01(i) through (iii)substantially the form of Exhibit D attached hereto, shall be satisfiedcertified by a Responsible Officer; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurred; and
(v) date of such Credit Extension as to the Aggregate Capital exceeds accuracy of the Minimum Funding Thresholdfacts referred to in this Section 3.2.
Appears in 1 contract
Sources: Loan and Security Agreement (Avistar Communications Corp)
Conditions Precedent to all Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Borrower shall have delivered to the Administrative Agent and each Lender Group Agent a Loan Request for such Loan, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Lender Group Agent all Information Packages, Weekly Reports and/or Daily Reports Packages required to be delivered hereunder on or prior to the date of such Credit Extensionhereunder;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), iv) shall be satisfied; and;
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Contribution Termination Event has occurred and is continuing under the Transfer and Contribution Agreement;
(iv) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;; and
(ivv) the Termination Date has not occurred; and;
(ve) the Aggregate Capital exceeds Administrative Agent shall have received each of the Minimum Funding ThresholdUCC filings and other deliverables listed on the initial credit extension memorandum attached as Exhibit H-2 hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a)2.1;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;
Extension (iv) provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the Termination Date has not occurreddate of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2; and
(vc) Bank shall have received the Aggregate Capital exceeds financial statements specified in Section 6.2(a)(i) for the Minimum Reporting Period ending on the applicable Draw-down Reporting Date, a Borrowing Base Certificate (and the other items required under Section 6.2(b)) as of the applicable Draw-down Reporting Date, and a Compliance Certificate as of the applicable Draw-down Reporting Date. As used herein “Draw-down Reporting Date” means, in relation to the proposed funding date of any Advance hereunder (the “Funding ThresholdDate”), the last day of the calendar month immediately preceding such Funding Date, unless the Funding Date occurs during the first 25 days of a calendar month, in which case the Draw-down Reporting Date for such Advance shall be the last day of the second most recently ended calendar month.
Appears in 1 contract
Conditions Precedent to all Credit Extensions. Each No Credit Extension hereunder on or after the Closing Date Party shall be subject required to fund any Loan or otherwise extend any credit to or for the benefit of Borrowers within a Borrower Group, nor shall Issuing Banks or any Applicable Agent have any obligation to issue any Letter of Credit for the account of any Borrower within a Borrower Group, unless and until each of the following conditions precedent thathas been and continues to be satisfied with respect to such Borrower Group and its members:
(a) No Default or Event of Default exists at the time, or would result from the funding, of any Revolver Loan or other extension of credit pursuant to this Agreement to or for the benefit of such Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, in accordance with Section 2.02(a)Group;
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date Each of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties applicable to such Borrower Group or its members in any of the Borrower Loan Documents (including any representations and the Servicer contained warranties in Sections 7.01 and 7.02 any certificate furnished at any time in connection herewith) are true and correct in all material respects on and as of the date of such Credit Extension as though made on and as each extension of such date unless such credit hereunder (except for those representations and or warranties by their terms refer which expressly relate to an earlier date); provided that, in which case they with respect to those Loans made by Lenders on the Closing Date, this condition precedent shall be true and correct in all material respects on and as of such earlier datelimited to the Specified Representations;
(iic) no Event Each of Default the conditions precedent set forth in any other Loan Document and applicable to such Borrower Group or Unmatured Event of Default has occurred its members shall have been and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extensionshall remain satisfied;
(iiid) No event shall have occurred and no Borrowing Base Deficit exists condition shall exist which has or would exist after giving effect could be reasonably expected to have a Material Adverse Effect with respect to such Credit ExtensionBorrower Group;
(ive) Administrative Agent shall have received each Borrowing Base Certificate then required by the Termination terms of this Agreement or otherwise requested by Administrative Agent, including a Borrowing Base Certificate as of the most recent week-end preceding the Closing Date has not occurred(unless otherwise provided in Section 8.1 hereof);
(f) With respect to the issuance for the account of any Borrower Group member of any Letter of Credit pursuant to this Agreement after the Closing Date, each of the LC Conditions is satisfied;
(g) No request by the Canada Revenue Agency or any other Governmental Authority for payment pursuant to Section 224 (1.1) or any successor section of the ITA or any comparable provision of any other taxing statute shall have been received by any Person in respect of such Borrower Group or its members; and
(vh) There exists no fact or circumstance, including by reason of the Aggregate Capital exceeds application of any so-called “currency exchange” laws, rules or regulations (as in effect at the Minimum Funding Thresholdtime of any proposed Borrowings hereunder by such Borrower Group) which could reasonably be expected to interfere with the ability of such Borrower Group or its members to satisfy any of their Borrower Group Obligations in full at such time as such Obligations become due and payable pursuant to the terms hereof. Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Administrative Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.
Appears in 1 contract
Sources: Loan Agreement (Superior Essex Inc)
Conditions Precedent to all Credit Extensions. Each The obligation of Bank to make each Credit Extension hereunder on or after Extension, including the Closing Date shall be initial Credit Extension, is further subject to the conditions precedent thatfollowing conditions:
(a) timely receipt by Bank of the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, Payment/Advance Form as provided in accordance with Section 2.02(a);2.1; and
(b) the Servicer shall have delivered to the Administrative Agent and each Lender all Information Packages, Weekly Reports and/or Daily Reports required to be delivered hereunder on or prior to the date of such Credit Extension;
(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made on at and as of each such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would result from such Credit Extension;
(iii) no Borrowing Base Deficit exists shall have occurred and be continuing, or would exist after giving effect to such Credit Extension;Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrowers on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2
(ivc) Bank shall have received evidence, in form and substance satisfactory to Bank that ProteinSimple (i) has delivered to the Termination Date has not occurred; and
Ex-Im Bank all of the Ex-Im Documents as are required by the Ex-Im Bank, including, without limitation, any financial statements required to be delivered to Ex-Im Bank pursuant to Section 11 of the Loan Authorization Notice and a summary of all Export Orders against ProteinSimple is requesting Advances as of the effective date and (vii) is in compliance with all terms and conditions of the Aggregate Capital exceeds Ex-Im Bank’s working capital guarantee program, including, without limitation, receipt of all waivers from the Minimum Funding ThresholdEx-Im Bank necessary with respect to the Export Revolving Line Advances contemplated to be made under this Agreement with respect to Eligible Export Accounts.
Appears in 1 contract