CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom.
Appears in 2 contracts
Sources: Credit Agreement (Stanley Works), Facility a (364 Day) Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance to be made by it hereunder (including other than in connection with any Borrowing that would not increase the initial Advanceaggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) as part of a Borrowing shall be subject to the further satisfaction of the conditions precedent that (i) set forth in Section 3.01 and on the date of such Borrowing the Borrowing:
(a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Advance the following Borrowing such statements shall be are true): ):
(xi) the The representations and warranties of the Borrower contained in Section 4.01 (other than the representation and warranty in Section 4.01(e) and the representation and warranty set forth in the last sentence of Section 4.01(f)) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and ; and
(yii) no No event has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of constitutes a Default, .
(b) The Administrative Agent shall have received copies or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date other evidence of such Borrowing, before other approvals and after giving effect to such Borrowing and to other opinions or documents as may be reasonably requested by the application of Administrative Agent or by any Lender through the proceeds therefromAdministrative Agent.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, a Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to 364-DAY CREDIT AGREEMENT the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and and, (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both ; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Five Year Credit Agreement (Stanley Black & Decker, Inc.)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and both; (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent; and (iii) in the case of the initial Borrowing only, evidence that all applicable waiting periods have expired and that the Acquisition is being consummated substantially in accordance with the terms of the Acquisition Agreement as delivered pursuant to Section 3.01(e).
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom., together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent. Table of Contents
Appears in 1 contract
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a FIVE YEAR CREDIT AGREEMENT representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both ; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.
Appears in 1 contract
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including Advances under its respective Facility and the initial Advance) as part right of a Borrowing the Borrower to request Advances shall be subject to the further conditions precedent that (i) on the date of such Borrowing the Advances:
(a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance Advances shall constitute a representation and warranty by the Borrower that on the date of such Advance the following Advances such statements shall be are true): ):
(xi) the representations and warranties contained in Section 4.01 each Loan Document are true and correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Advances and to the application of the proceeds therefrom, 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 than the date of such Advances, in which case as of such specific date, and ;
(yii) no event has occurred and is continuing, or would result from the making of such Borrowing Advances or from the application of the proceeds therefrom, that constitutes a Default; and
(iii) no event has occurred and is continuing or would constitute an Event result from the making of Defaultsuch Advance, or would constitute the funding of an Event Intercompany Note with the proceeds therefrom, that constitutes a Default under (and as defined in) any Intercompany Note governing an Intercompany Note to be funded with the proceeds of Default but for such Advance, and each Facility Agent shall have received a certificate to that effect from an officer of each Restricted Subsidiary which will issue an Intercompany Note funded with a portion of the requirement that notice proceeds of such Advance.
(b) All Loan Documents not required to be given delivered on or time elapse prior to the making of the Initial Advance and delivered after the Initial Advance hereunder, are in form and substance satisfactory to the Lenders and each Facility Agent shall have received such other approvals, opinions or both and documents in respect thereof as any Lender through each such respective Facility Agent may reasonably request.
(iic) There shall be no material adverse change in the economic, political or regulatory conditions in Jamaica which constitutes a Material Adverse Change.
(d) In the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin StockAdvance, the Borrower shall deliver all conditions precedent to the Agent a certificate making of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation Advances under each Facility Agreement set forth in each such Facility Agreement shall have been met and no Lender has terminated or suspended its Commitment under any Facility.
(e) Each Advance requested by the third sentence of Section 4.01(l) on Borrower under any Facility Agreement shall constitute a representation and warranty by the Borrower as of the date of such Borrowing, before and after giving effect to such Borrowing and to thereof that the application of the proceeds therefromconditions contained in this Section have been satisfied.
Appears in 1 contract
Sources: Common Agreement (Digicel Group LTD)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom., together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent. CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be is subject to the further conditions precedent that (ia) Borrower shall have delivered to Lender the Request for Advance in accordance with this Agreement; (b) on the date of such Borrowing Advance, Borrower shall not have more than $3,000,000 in unrestricted cash available to it; (c) the Borrower shall have delivered the Financial Statements required pursuant to Section 5.2; (d) the Merger Agreement shall not have been terminated pursuant to Section 7.1(b) thereof and the termination date of the Merger Agreement shall have been extended to at least January 4, 2001; and (e) on the date such Advance is to be made and after giving effect to such Advance, the following statements shall be true and correct: (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (xi) the representations and warranties contained of Borrower and the other Loan Parties set forth in Section 4.01 4 and in the other Credit Documents are true and correct in all material respects as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true as of such date); (ii) no Event of Default has occurred and is continuing or will result from such Advance; (iii) all of the Credit Documents are in full force and effect; and (iv) Borrower has performed in all respects all obligations and covenants under the Merger Agreement required to be performed by it as of the date of such Borrowing, before Advance. The submission by Borrower to Lender of each Request for Advance shall be deemed to be a representation and after giving effect to such Borrowing and to the application warranty by Borrower that each of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation statements set forth in the third sentence of Section 4.01(l) on above is true and correct as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromnotice.
Appears in 1 contract
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each the Lender to make each provide any Advance (including the initial Advance) as part of a Borrowing shall be is subject to the further fulfillment, as determined by the Lender, of the following conditions precedent that (i) on or prior to the date making of such Borrowing the following statements shall be true Advance:
(and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (xa) the representations and warranties of the Borrower contained in Section 4.01 are this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowingrespects, before and after giving effect to such Borrowing and to the application of the proceeds therefromproposed Advance, as though made on and as of such date, and ;
(yb) no event has occurred and is continuing, or would result from such Borrowing proposed Advance or from the application of the proceeds therefrom, that would constitute which constitutes an Event of Default, Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and both;
(iic) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing the proposed Advance and to the application of the proceeds therefrom, the aggregate unpaid principal amount of all Advances outstanding from all Borrowers does not exceed the Commitment;
(d) as of the date of the Advance and after giving effect to the Advance, the Borrower shall be in compliance with the financial covenant set forth in Section 5.5;
(e) the Borrower shall have delivered to the Lender an executed Notice of Advance, and such Notice of Advance shall constitute the Borrower’s confirmation that each of the conditions precedent to the Advance set forth in this Section 7.2 shall be correct and satisfied as of the date of the Notice of Advance and as of the date of the Advance; and
(f) the Borrower is in full and complete compliance with all of the terms, conditions and provisions of this Agreement and the Loan Documents in all material respects.
Appears in 1 contract
Sources: Line of Credit Agreement (Learning Tree International, Inc.)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations repre sentations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and and, (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom.
Appears in 1 contract
Sources: Facility B (Five Year) Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. Issuance. The ---------------------------------------------------------- obligation of each Lender to make an Advance (including a Swing Line Advance), including on the occasion of each Advance Borrowing (including the initial AdvanceBorrowing), and the obligation of each Issuing Bank to Issue each Letter of Credit (including the initial Letter of Credit) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing Advance or Issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower or the respective Subsidiary Borrower of the proceeds of such Advance and the request for Issuance by the Borrower, a Subsidiary Borrower or an LC Subsidiary shall constitute a representation and warranty by the Borrower, such Subsidiary Borrower or such LC Subsidiary that on the date of such Advance the following Borrowing or Issuance such statements shall be are true): ):
(xa) the The representations and warranties contained in Section 4.01 6.01 hereof, Section 6 of the Security Agreement and Section 6 of the Subsidiary Guaranty are correct in all material respects on and as of the date of such BorrowingBorrowing or Issuance, before and after giving effect to such Borrowing or Issuance, and to the application of the proceeds therefrom, as though made on and as of such date, and and
(yb) no No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefromtherefrom or from such Issuance, that would constitute an Event of Default, or would constitute which constitutes an Event of Default but for or Default.
(c) The making of such Advance will be in compliance with the requirement that notice be given or time elapse or both respective criteria set forth in Section 2.01(a)(i) and (ii) in and Section 2.01(b)(i) and (ii), as the case may be, or the Issuance of a requested Borrowing such Letter of Credit will be in compliance with the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation criteria set forth in Section 3.01(i),(ii) and (iii), as the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromcase may be.
Appears in 1 contract
Sources: Credit Agreement (Gap Inc)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the CREDIT AGREEMENT notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance to be made by it hereunder (including other than in connection with any Borrowing that would not increase the initial Advanceaggregate principal amount of Advances outstanding immediately prior to the making of such Borrowing) as part of a Borrowing shall be subject to the further satisfaction of the conditions precedent that (i) set forth in Section 3.01 and on the date of such Borrowing the Borrowing:
(a) The following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance any Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Advance the following Borrowing such statements shall be are true): ):
(xi) the The representations and warranties of the Borrower contained in Section 4.01 (other than, with respect to Advances to be made after the Closing Date, (A) the representation and warranty in Section 4.01(e) and (B) the representation and warranty set forth in the penultimate sentence of Section 4.01(f)) are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (yii) no No event has occurred and is continuing, continuing or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of constitutes a Default, .
(b) The Administrative Agent shall have received copies or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date other evidence of such Borrowing, before other approvals and after giving effect to such Borrowing and to other opinions or documents as may be reasonably requested by the application of Administrative Agent or by any Lender through the proceeds therefromAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Ohio Power Co)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by the such Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) and, to the extent applicable, in the Designation Letter of such Borrower are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an a Default or Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both ; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower Company shall deliver to the Administrative Agent a certificate of the chief a senior financial officer of the Borrower Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 or Form G-3 satisfactory to the Administrative Agent.
Appears in 1 contract
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase buy or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief senior financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 and Form G-3 satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the 364-DAY CREDIT AGREEMENT notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 (other than the Excluded Representation) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both both; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Administrative Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, together with (if so requested by the Administrative Agent) a duly completed Form U-1 satisfactory to the Administrative Agent.
Appears in 1 contract
CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of each Lender to make each Advance (including the initial Advance) as part of a Borrowing shall be subject to the further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or the notice of acceptance under Section 2.13(d), as the case may be, and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance the following statements shall be true): (x) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (y) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that would constitute an Event of Default, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both and and, (ii) in the case of a requested Borrowing the proceeds of which are to be used to purchase or carry any Margin Stock, the Borrower shall deliver to the Agent a certificate of the chief financial officer of the Borrower accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Borrower has made the representation set forth in the third sentence of Section 4.01(l) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom.
Appears in 1 contract
Sources: Credit Agreement (Stanley Works)