Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1: (a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b); (b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date); (c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded; (d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto; (e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and (f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(ed) No circumstances, events or conditions shall have occurred since January 1December 31, 2000 1997 which would has had or could have a Material Adverse Effect; and.
(fe) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus Swingline Loans outstanding plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) abovee).
Appears in 1 contract
Sources: Credit Agreement (Pluma Inc)
Conditions to All Extensions of Credit. The obligations In addition to any -------------------------------------- applicable conditions precedent set forth elsewhere in this Article IV or in Article II, the obligation of each Lender to make, convert or extend make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are is subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent:
(a) The the representations and warranties of Borrower which contain any qualification as to materiality or as to a Material Adverse Effect contained in Article V, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall have delivered be correct and the representations and warranties of the Borrower which contain no qualification as to materiality or as to a Material Adverse Effect contained in Article V or which are contained in any certificate, document or financial or other statement furnished at any time under or in -41- connection herewith or therewith, shall be correct in all material respects, in each case on and as of the date of such Extension of Credit, except to the extent that such representations and warranties specifically refer to any earlier date; provided, however, that for purposes of this Section 4.02, in each representation and warranty in Article V that makes a reference to a Schedule, the representation under this Section that each representation and warranty in Article V is true on and as of the date of the making of such Extension of Credit shall take into account (i) in the case of any Revolving Loansubsequent amendments to any Schedule referred to therein, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) any exception contained in a written notice received by the case Administrative Agent that makes specific reference to the applicable Schedule, or (iii) any written disclosure made by the Borrower or any of any Letter its Subsidiaries prior to the date as of Creditwhich such representation or warranty is made, provided that the Issuing Lender Requisite Lenders shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);consented to such amendment, exception, or disclosure.
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No no Default or Event of Default shall exist and be continuing either prior to exists, or after giving effect thereto;would result from such proposed Extension of Credit.
(ec) No circumstances, events or conditions Administrative Agent shall have occurred since January 1, 2000 which would have timely received a Material Adverse Effect; andRequest for Extension of Credit by Requisite Notice by the Requisite Time therefor.
(fd) Immediately after giving effect Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the making of such Loan (and the application of the proceeds thereof) foregoing as Administrative Agent or to the issuance of such Letter of Credit, as the case Requisite Lenders reasonably may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) aboverequire.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations obligation of each Lender to makemake a Loan or to participate in any Swing Line Loan or Letter of Credit and the obligation of each Issuer to issue, convert or extend any Loan and of the Issuing Lender to issue amend, renew, or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing applicable Borrowing Date (including the Restatement Effective Date and the Original Effective Date) or date for issuance, amendment or extension of the conditions set forth in Section 5.1such Letter of Credit:
(a) The Borrower there shall have delivered exist no Default or Unmatured Default;
(ib) the representations and warranties contained in Article V shall be true and correct as of the Restatement Effective Date or such Borrowing Date or date for issuance of such Letter of Credit except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date;
(c) in the case of any a Revolving Loan, an appropriate Notice of Borrowing Loan or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, the aggregate Revolving Exposure does not exceed the Aggregate Revolving Commitment;
(d) since December 31, 2011, there shall have been no change, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect;
(e) the Borrower shall have delivered the required Borrowing Notice; and
(f) the Agent shall have received such other documents, certificates, information or legal opinions as the Agent, any Issuer or the Required Lenders, the Required Revolving Lenders, or the Required Term Lenders, as applicable, may reasonably request, all in form and substance reasonably satisfactory to the Agent. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Issuer will be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and the Swing Line Lender will not be required to make any Swing Line Loan, unless such Issuer or the Swing Line Lender, as the case may be, (i) is satisfied that any exposure that would result therefrom is fully covered or eliminated by the sum Borrower Cash Collateralizing the obligations of the aggregate principal amount Borrower in respect of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a such Letter of Credit pursuant or Swing Line Loan in an amount at least equal to Section 2.2(bthe aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or Swing Line Loan, or makes other arrangements satisfactory to the Agent, the Issuers and the Swing Line Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Agent, any Issuer, the Swing Line Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing Notice (including telephonic notice) and each issuance, amendment, extension or renewal of any Letter of Credit shall constitute a representation and warranty by the Credit Parties of Borrower that the correctness of conditions contained in Section 4.2 have been satisfied. Each Conversion/Continuation Notice (including telephonic notice) with respect to a Loan shall constitute a representation and warranty by the matters specified Borrower that the conditions contained in subsections (bSections 4.2(a), (c), (d), (eb) and (fd) abovehave been satisfied.
Appears in 1 contract
Sources: Credit Agreement (Omnicare Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) 76 are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date); provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that the foregoing representation and warranty condition be satisfied, in which event, the condition in this clause (b) shall be deemed satisfied if the foregoing representation and warranty condition is satisfied as of the date on which the applicable definitive acquisition agreement in respect of such Limited Condition Acquisition is executed and effective;
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect thereto;
to the making of such Loan; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default (eother than a Default or Event of Default under Section 9.1(a) No circumstancesor Section 9.1(f)) shall exist as of the date of funding, events in which event, the condition in this clause (c) shall be that (x) no Default or conditions Event of Default shall have occurred since January 1, 2000 exist on the date on which would have a Material Adverse Effectthe definitive acquisition agreement with respect to such Limited Condition Acquisition is executed and effective and (y) no Default or Event of Default under Section 9.1(a) or Section 9.1(f) shall exist at the date of funding of such Incremental Term Loan; and
(fd) Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), and (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date (and on the Closing Date only) of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2:
(ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)LOC Documents;
(bii) The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(ciii) There shall not have been commenced against the Borrowers or any Consolidated Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;thereto and
(ev) No circumstances, events or conditions There shall not have occurred since January 1, 2000 which would have a any Material Adverse EffectChange since the extension of the last Loan; and
(fvi) Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit.
(vii) Immediately after giving effect to the making of the Delayed Draw Term Loan (and the application of the proceeds thereof) the Outstanding Amount of the Delayed Draw Term Loan shall not exceed the aggregate amount of the Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above (and, with respect to any Borrowing of the Delayed Draw Term Loan, subsection (vii) above).
Appears in 1 contract
Sources: Credit Agreement (New Hampshire Motor Speedway, Inc.)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate a Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events development or conditions event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since January 1December 31, 2000 2003 (other than with respect to matters reflected in Schedule 6.8, which would matters have not had and are not likely to have a Material Adverse Effect); and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Letters of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, any portion of the Tranche A Term Loan, any portion of the Tranche B Term Loan or any portion of the Tranche C Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events development or conditions event which has had or would be reasonably likely to have a Material Adverse Effect shall have occurred since January 1December 31, 2000 which would have a Material Adverse Effect; and1996;
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount; and
(g) With respect to the second advance of the Tranche A Term Loan as provided in Section 2.3(a), (i) the merger of AHC into Arbor shall have been consummated in accordance with Section 7.15 and pursuant to the terms of the Merger Agreement and (ii) the Agent shall have received satisfactory evidence that all existing Indebtedness of Arbor other than (A) the Indebtedness under the Credit Documents and (B) the Indebtedness described on Schedule 8.1 has been paid in full. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above, and the delivery of the Notice of Borrowing with respect to the second advance of the Tranche A Term Loan shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsection (g) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any extend, or participate in, a Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1precedent:
(a) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)LOC Documents;
(b) The representations and warranties set forth of each Borrower and each other Credit Party contained in Section 2, Section 3, Section 6 shallor any other Credit Document, subject or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of the requested credit extension (except to the limitations set forth thereinextent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such the date of the requested credit extension (except for those which expressly to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date);, and except that for purposes of this Section 5.2(b), the representations and warranties contained in Sections 6.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.1(a) and (b), as applicable.
(c) There shall not have been commenced against any Consolidated Party Borrower or any Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions There shall not have occurred since January 1, 2000 which would have a any Material Adverse Effect; andEffect since the extension of the last Loan;
(f) Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and
(g) Solely with respect to the Delayed Draw Term Loan, the Administrative Agent shall have received satisfactory evidence that all conditions precedent to the closing of the Dover Acquisition have been met in all material respects or waived in writing by each of the parties thereto other than the payment of the purchase price payable at closing in accordance with the terms of the Dover Acquisition Agreement. The Dover Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented in any material respect or any material condition therein waived, without the prior written consent of the Administrative Agent. The Administrative Agent shall have received a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Dover Acquisition Agreement as originally executed and delivered. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections clauses (b), (c), (d), (e), (f) and (fg) above. Notwithstanding the foregoing, (x) the only representations and warranties in the Credit Documents the accuracy of which will be a condition to the making of the Loans and issuing of Letters of Credit on the Effective Date are the Specified Representations and (y) Sections 5.2(c), (d) and (e) shall not apply to the Loans made and Letters of Credit issued on the Effective Date.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend make any Loan and of the applicable Issuing Lender to issue issue, amend or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 of the Credit Agreement:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of a Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all material respects as of such earlier date) or true and correct in all respects as of such date (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) (except for those which expressly relate to an earlier date which shall be true and correct in all respects as of such earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving pro forma effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effectto the making of such Loan; and
(fd) Immediately after giving pro forma effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), and (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend make any Loan (including the initial Loans), Convert any existing Base Rate Loan into a Loan of another Type or Extend any existing Eurodollar Rate Loan into a subsequent Interest Period and of the Issuing Lender to issue or extend any Letter of Credit (including are subject, on the initial Loans and date such Loan is made, Converted or Extended or the initial date such Letter of Credit) are subject Credit is issued or extended, as applicable, to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1conditions:
(a) The Borrower shall have delivered to the Administrative Agent and/or the Issuing Lender, as appropriate, (i) in the case of any Revolving Loan, any Tranche B Term Loan or Swingline Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance or extension in accordance with the provisions of Section 2.2(b2.02(b);
(b) The representations and warranties set forth in Section 6 shall, subject to Article V and in each of the limitations set forth therein, other Senior Credit Documents shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date) and references to Schedules shall be deemed to refer to the most updated supplements to Schedules to be delivered on the next scheduled delivery date, as to which the Borrower has notified the Administrative Agent in writing.
(c) There shall not have been commenced against any Consolidated Credit Party or Subsidiary Grantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to the making, Conversion or Extension of such Loan or the issuance or extension of such Letter of Credit or after giving effect thereto;
(e) No circumstancesmaterial adverse change shall have occurred or become known since the Closing Date in the condition (financial or otherwise), business, assets, liabilities (actual or contingent), results of operations, cash flows, operations, condition (financial or otherwise) or prospects of the Borrower its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole (determined on a pro forma basis), and there shall exist no conditions, events or conditions shall have occurred since January 1occurrences that, 2000 which individually or in the aggregate, would have reasonably be expected to result in such a Material Adverse Effectmaterial adverse change; and
(f) Immediately after giving effect to the making making, Conversion or Extension of such Loan (and the application of the proceeds thereof) or to the issuance or extension of such Letter of Credit, as applicable, the case may be, (i) the sum of aggregate outstanding Revolving Credit Facility Obligations and the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Tranche B Term Loans shall not exceed any of the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Article II. The delivery of each Notice of Borrowing, each Notice of Extension/Extension of Eurodollar Rate Loans or Conversion of Base Rate Loans and each request for the issuance or extension of a Letter of Credit pursuant to Section 2.2(b2.02(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. (a) The obligations effectiveness of this Agreement (and the Amendment and restatement of the Existing Credit Agreement to be effected thereby) and the obligation of the Lenders to make any Loan or otherwise extend any credit to the Company upon the occasion of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit borrowing hereunder (including the initial Loans and borrowing on the initial Letter of CreditEffective Date) are subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loanprecedent that, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either both immediately prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect such effectiveness and to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof:
(i) no Default shall have occurred and be continuing; and
(ii) the application representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the proceeds thereof) or other Loan Documents to which it is a party, shall be true and complete on and as of the issuance date of such Letter effectiveness or the date of Creditthe making of such Loan or other extension of credit, as the case may be, with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the first sentence of this Section 6.02(a) (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).
(b) The Agent shall have received (i) such Additional Puerto Rico Security Documents as shall be reasonably requested by the sum Agent in proper form for filing in the corresponding Section of the aggregate principal amount Registry of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed Property of the Revolving Committed Amount Commonwealth as are required from time to time pursuant to this Agreement and payment of all required filing fees, taxes and all other expenses related to such filings and (ii) an opinion of counsel for the LOC Obligations shall not exceed Obligors in form and substance reasonably satisfactory to the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified Agent in subsections (b), (c), (d), (e) and (f) aboveconnection with such Additional Puerto Rico Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and At the time of the Issuing Lender to issue or extend any Letter making of all Extensions of Credit (including the initial before as well as after giving effect to such Loans and to the initial Letter proposed use of Credit) are subject to satisfaction of the proceeds thereof), the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1shall have been satisfied or shall exist:
(a) The Borrower there shall have delivered (i) in the case exist no Default or Event of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Default;
(b) The all representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, by Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such date (except for those which expressly relate to an earlier date)Extensions of Credit;
(c) There since the date of the most recent financial statements of the Consolidated Companies described in Section 6.3, there shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency no change which has had or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of could reasonably be expected to have a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;Materially Adverse Effect.
(d) No Default there shall be no action or Event proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Default shall exist and Borrower, threatened (i) which reasonably could be continuing either prior expected to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Materially Adverse Effect; and
, or (fii) Immediately after giving effect seeking to the making prohibit or restrict one or more Credit Party's ownership or operation of any portion of its business or assets, or to compel one or more Credit Party to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such Loan (and the application of the proceeds thereofbusiness(es) or to the issuance of such Letter of Creditassets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies;
(ie) the sum Extensions of Credit to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and
(f) the Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Each request for an Extension of Credit and the acceptance by Borrower of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) proceeds thereof shall constitute a representation and warranty by the Credit Parties Borrower, as of the correctness date of such Extension of Credit, that the matters applicable conditions specified in subsections (b), (c), (d), (e) Sections 5.1 and (f) above5.2 have been satisfied without any further action by the Borrower.
Appears in 1 contract
Sources: Revolving Credit and Line of Credit Agreement (Office Depot Inc)
Conditions to All Extensions of Credit. The obligations of each Lender (including the Swingline Lender) to make, convert or extend any Loan (including the obligations of the Lenders to make advances on the Tranche A Term Loan and to fund the Tranche B Term Loan) and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans (and the initial advances on the Tranche A Term Loan and the funding of the Tranche B Term Loan) and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 and satisfaction on the Effective Date of the conditions set forth in Section 5.2:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any Foreign Currency Loan, any portion of the Tranche A Term Loan or any portion of the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Conversion, (B) in the case of any Swingline Loan, the Swingline Lender shall have received an appropriate notice of borrowing in accordance with the provisions of Section 2.3(b)(i) or (iiC) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(ciii) There shall not have been commenced against any Consolidated Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(ev) No circumstances, events or conditions material adverse change shall have occurred since January 1, 2000 which would have 1995 in the condition (financial or otherwise), business or management of the Borrower or of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole; and
(fvi) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate principal amount of outstanding Revolving Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the lesser of (1) the Revolving Committed Amount and (ii2) the Borrowing Base, and (B) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above.
Appears in 1 contract
Sources: Credit Agreement (Genicom Corp)
Conditions to All Extensions of Credit. The obligations obligation of each any Lender to make, convert or extend make any Loan and of the Issuing Lender to issue or extend any Letter Extension of Credit (including the initial Loans and the initial Letter of Credit) are hereunder is subject to the satisfaction of such of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit:
(a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:
(a) The Borrower 4.01 for the initial Extension of Credit shall have delivered (i) in been met as of the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Closing Date;
(b) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default would exist immediately thereafter;
(c) The representations and warranties set forth of the Credit Parties made in Section 6 shall, subject or pursuant to this Agreement and the other Credit Documents shall be true in all material respects (except to the limitations set forth thereinextent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the date of such Extension of Credit, other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event Immediately following the making of Default such Extension of Credit the sum of the outstanding principal balance of the Revolving Obligations shall exist and be continuing either prior to or after giving effect theretonot exceed the Aggregate Revolving Committed Amount;
(e) No circumstances, events or conditions The Administrative Agent shall have occurred since January 1received an Unencumbered Property Certificate as of the Closing Date, 2000 which would have substantially in the form of Exhibit C, duly completed and executed by a Material Adverse EffectResponsible Officer of the Borrower; and
(f) Immediately after giving effect to The Administrative Agent shall have received a Compliance Certificate, substantially in the making form of such Loan (and the application Exhibit D, as of the proceeds thereof) or to date of the issuance initial Extension of such Letter Credit under this Agreement, signed by a Responsible Officer of Credit, as the case may be, Borrower and including (i) pro forma calculations for the sum current fiscal quarter based on the amounts set forth in the most recently delivered financial statements and taking into account any Extension of the aggregate principal amount Credit made or requested hereunder as of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount such date and (ii) pro forma calculations of all financial covenants contained herein for each of the LOC Obligations shall not exceed following four (4) fiscal quarters (based on the LOC Committed Amountprojections set forth in the materials delivered pursuant to clause (e) of Section 4.01). The delivery making of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b), (c), and (d), (e) and (f) aboveof this Section.
Appears in 1 contract
Sources: Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the applicable Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Fifth Amendment Effective Date of the conditions set forth in Section 5.1the Fifth Amendment:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Tranche B Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against the Parent or any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be (the “Borrowing”), the ratio of (a) Funded Indebtedness of the Consolidated Parties on a consolidated basis on the day of such Borrowing to (b) the sum of (x) Consolidated EBITDA for the three fiscal-quarter period ending as of the last day of the most recent fiscal quarter preceding the date of such Borrowing for which the Agent has received the Required Financial Information plus (y) Projected Consolidated EBITDA for the applicable fiscal quarter with respect to which the Parent has provided the Projected Consolidated EBITDA, shall not exceed the then applicable ratio set forth in Section 7.11(a) for the last day of the applicable fiscal quarter with respect to which the Parent has provided the Projected Consolidated EBITDA. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1December 31, 2000 1997 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base less the outstanding Term Loan less LOC Obligations outstanding and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender (including the Swingline Lender) to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.15.1 and satisfaction on the Closing Date of the conditions set forth in Section 5.2:
(a) The Borrower shall have delivered (iA) in the case of any Revolving Loan, any Foreign Currency Loan, the Tranche A Term Loan or the Tranche B Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion Conversion, (B) in the case of any Swingline Loan, the Swingline Lender shall have received an appropriate notice of borrowing in accordance with the provisions of Section 2.3(b)(i) or (iiC) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions material adverse change shall have occurred since January 1December 29, 2000 which would have 1996 in the condition (financial or otherwise), business or management of the Borrower or of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate principal amount of outstanding Revolving Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the lesser of (1) the Revolving Committed Amount and (ii2) the Borrowing Base, and (B) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Sources: Credit Agreement (Genicom Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1December 31, 2000 1998 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum amount of the aggregate principal amount Revolving Obligations shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base less the outstanding Revolving Loans plus Term Loan, (ii) the LOC Obligations outstanding plus ---- shall not exceed the LOC Committed Amount and (iii) the outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Swingline Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. (a) The obligations effectiveness of this Agreement (and the Amendment and restatement of the Existing Credit Agreement to be effected thereby) and the obligation of the Lenders to make any Loan or otherwise extend any credit to the Company upon the occasion of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit borrowing hereunder (including the initial Loans and borrowing on the initial Letter of CreditEffective Date) are subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loanprecedent that, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either both immediately prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect such effectiveness and to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof:
(i) no Default shall have occurred and be continuing; and
(ii) the application representations and warranties made by the Company in Section 7 hereof, and by each Obligor in each of the proceeds thereof) or other Loan Documents to which it is a party, shall be true and complete on and as of the issuance date of such Letter effectiveness or the date of Creditthe making of such Loan or other extension of credit, as the case may be, with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of borrowing or request for the issuance of a Letter of Credit by the Company hereunder shall constitute a certification by the Company to the effect set forth in the first sentence of this Section 6.02(a) (both as of the date of such notice and, unless the Company otherwise notifies the Agent prior to the date of such borrowing or issuance, as of the date of such borrowing or issuance).
(b) The Agent shall have received (i) such Additional Puerto Rico Security Documents as shall be reasonably requested by the sum Agent in proper form for filing in the corresponding Section of the aggregate principal amount Registry of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed Property of the Revolving Committed Amount Commonwealth as are required from time to time pursuant to this Agreement and payment of all required filing fees, taxes and all other expenses related to such filings and (ii) an opinion of counsel for the LOC Obligations shall not exceed Obligors in form and substance reasonably satisfactory to the LOC Committed AmountAgent in connection with such Additional Puerto Rico Security Documents. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist have occurred and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions material adverse change shall have occurred since January 1December 27, 2000 which would have 1997 financial or otherwise), business, management or prospects of the Consolidated Parties taken as a Material Adverse Effectwhole; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus PLUS LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount Amount, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1December 29, 2000 2001 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan (including advances on the Term Loan) and of the Issuing Lender to issue or extend any Letter Letters of Credit (including the initial Loans (and the initial advance of the Term Loan) and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(ai) The Borrower shall have delivered (iA) in the case of any Revolving Loan or any portion of the Term Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (iiB) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(bii) The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(ciii) There shall not have been commenced against the Borrower or any Consolidated Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(ev) No circumstances, events or conditions material adverse change shall have occurred since January 1November 27, 2000 which would have 1994 in the condition (financial or otherwise), business, management or prospects of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole; and
(fvi) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (iA) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the aggregate Revolving Committed Amount Amount, and (iiB) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate a Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Borrowing;
(b) The representations and warranties set forth in Section 6 and in any certification delivered pursuant to Section 7.1 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(c) There shall not have been commenced against the Borrower or any material Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events development or conditions event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred since January 1December 31, 2000 2007 (other than with respect to matters reflected in Schedule 6.8, which would matters have not had and are not likely to have a Material Adverse Effect; and);
(f) Immediately after giving effect The Borrower shall have paid all fees due to the making of Lenders on such Loan date, pursuant to the Agents’ Fee Letter;
(and g) In the application case of the proceeds thereof) or to borrowing of the issuance of such Letter of Credit, as the case may beInitial Loans, (i) an officer’s certificate of the Borrower that amounts payable by the Borrower to holders of the Convertible Notes in respect of the Sept 2008 Put Right will be timely paid after the funding of the Initial Loans and in accordance with the Convertible Notes Indenture, (ii) the Initial Loan Availability Period shall not have expired and (iii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Initial Loans shall not exceed the Revolving Initial Loan Committed Amount and Amount; and
(h) In the case of the borrowing of the Delayed Draw Loans, (i) the Tax Payment shall have been made, or substantially concurrently with the borrowing of the Delayed Draw Loans shall be made, (ii) the LOC Obligations Delayed Draw Loan Availability Period shall not have expired and (iii) the sum of the aggregate outstanding principal amount of Delayed Draw Loans shall not exceed the LOC Delayed Draw Loan Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) Borrowing shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections clauses 5.2 (b), (c), (d), (e), (f), (g) (in the case of the borrowing of the Initial Loans) and (fh) (in the case of the borrowing of the Delayed Draw Loans) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender (including the Swingline Lender) to make, convert or extend any Loan and of the an Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, Loan an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the applicable Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against Alchem or any Consolidated Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events development or conditions event which has had or could have a Material Adverse Effect shall have occurred since January 1June 28, 2000 which would have a Material Adverse Effect1997; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base, and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Sources: Credit Agreement (Delta Woodside Industries Inc /Sc/)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Revolving Borrowing or Notice of Extension/Conversion or Conversion;
(iib) The Borrower shall have delivered in the case of any Letter of CreditAcquisition Loan, the Issuing Lender shall have received an appropriate request for issuance Notice of Acquisition Loan Borrowing and otherwise satisfied the conditions set forth in accordance with the provisions of Section 2.2(b)2.3;
(bc) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(cd) There shall not have been commenced against any Consolidated Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(de) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, Revolving Borrowing or Notice of Acquisition Loan Borrowing and each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations obligation of each Lender to makemake a Loan or to participate in any Swing Line Loan or Letter of Credit and the obligation of each Issuer to issue, convert or extend any Loan and of the Issuing Lender to issue amend, renew, or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are is subject to the satisfaction of the following conditions in addition to satisfaction on the Closing applicable Borrowing Date (including the Effective Date) or date for issuance, amendment or extension of the conditions set forth in Section 5.1such Letter of Credit:
(a) The Borrower there shall have delivered exist no Default or Unmatured Default;
(ib) the representations and warranties contained in Article V shall be true and correct as of the Effective Date or such Borrowing Date or date for issuance of such Letter of Credit except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date;
(c) in the case of any a Revolving Loan, an appropriate Notice of Borrowing Loan or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, the aggregate Revolving Exposure does not exceed the Aggregate Revolving Commitment;
(d) since December 31, 2010, there shall have been no change, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect;
(e) the Borrower shall have delivered the required Borrowing Notice; and
(f) the Agent shall have received such other documents, certificates, information or legal opinions as the Agent, any Issuer or the Required Lenders, the Required Revolving Lenders, or the Required Term Lenders, as applicable, may reasonably request, all in form and substance reasonably satisfactory to the Agent. In addition to the other conditions precedent herein set forth, if any Lender is a Defaulting Lender at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Issuer will be required to issue any Letter of Credit or to extend, renew or amend any outstanding Letter of Credit and the Swing Line Lender will not be required to make any Swing Line Loan, unless such Issuer or the Swing Line Lender, as the case may be, (i) is satisfied that any exposure that would result therefrom is fully covered or eliminated by the sum Borrower Cash Collateralizing the obligations of the aggregate principal amount Borrower in respect of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a such Letter of Credit pursuant or Swing Line Loan in an amount at least equal to Section 2.2(bthe aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or Swing Line Loan, or makes other arrangements satisfactory to the Agent, the Issuers and the Swing Line Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that no such Cash Collateralization will constitute a waiver or release of any claim the Borrower, the Agent, any Issuer, the Swing Line Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender. Each Borrowing Notice (including telephonic notice) and each issuance, amendment, extension or renewal of any Letter of Credit shall constitute a representation and warranty by the Credit Parties of Borrower that the correctness of conditions contained in Section 4.2 have been satisfied. Each Conversion/Continuation Notice (including telephonic notice) with respect to a Loan shall constitute a representation and warranty by the matters specified Borrower that the conditions contained in subsections (bSections 4.2(a), (c), (d), (eb) and (fd) abovehave been satisfied.
Appears in 1 contract
Sources: Credit Agreement (Omnicare Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans Loans) and the initial to issue or extend, or participate in, a Letter of Credit) Credit are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Effective Date (and on the Effective Date only) of the conditions set forth in Section 5.1:
(ai) The Borrower Borrowers shall have delivered (i) in the case of any Revolving Loandelivered, an appropriate Notice of Borrowing or Borrowing, Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)LOC Documents;
(bii) The representations and warranties set forth in Section 6 shallshall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(ciii) There shall not have been commenced against the Borrowers or any Consolidated Party Guarantor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(div) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(ev) No circumstances, events or conditions There shall not have occurred since January 1, 2000 which would have a any Material Adverse Effect; andChange since the extension of the last Loan;
(fvi) Immediately after giving effect to the making of any such Revolving Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) Amount, the sum of LOC Obligations outstanding shall not exceed the LOC Committed AmountSublimit, and the sum of Swingline Loans outstanding shall not exceed the Swingline Sublimit; and
(vii) Immediately after giving effect to the making of the Delayed Draw Term Loan (and the application of the proceeds thereof) the Outstanding Amount of the Delayed Draw Term Loan shall not exceed the aggregate amount of the Delayed Draw Term Loan Commitments. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrowers of the correctness of the matters specified in subsections (bii), (ciii), (div), (ev) and (fvi) above (and, with respect to any borrowing of the Delayed Draw Term Loan, subsection (vii) above).
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of CreditLoans) hereunder are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.14.1:
(a) The Borrower shall have delivered (i) in to the case of any Revolving LoanAdministrative Agent, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Conversion;
(b) The representations and warranties set forth in Section 6 shall5 (other than Section 5.17) shall be, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, which shall remain true and correct in all material respects as of such earlier date);
(c) There shall not have been commenced against any Consolidated Party the Borrower an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person the Borrower or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(fe) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, Borrowing and each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and above. Notwithstanding the foregoing, the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof or after the otherwise applicable Termination Date (f) abovepre-term-out), to the extent the Borrower has exercised the term-out option pursuant to Section 2.2.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend make any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter Loans), convert any existing Loan into a Loan of Credit) another Type or extend any existing Loan into a subsequent Interest Period are subject to satisfaction of the following conditions subject, in addition to satisfaction on the Closing Effective Date of the conditions set forth in Section 5.14.1, to satisfaction on the date such Loan is made, converted or extended, as applicable, to satisfaction of the following conditions:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Revolving Borrowing or Notice of Extension/Conversion or Conversion;
(iib) The Borrower shall, in the case of any Letter of CreditAcquisition Loan, satisfied the Issuing Lender shall have received an appropriate request for issuance conditions set forth in accordance with the provisions of Section 2.2(b)2.3;
(bc) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, 5 shall be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date);
(cd) There shall not have been commenced against any Consolidated Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such which involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(de) No Default or Event of Default shall exist and be continuing either prior to the making, conversion or extension of such Loan or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making making, conversion or extension of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit), as the case may beapplicable, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amountlimitations applicable thereto set forth in Section 2. The delivery of each Notice of Borrowing, Revolving Borrowing and each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), ) and (e) and (f) above.
Appears in 1 contract
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1December 31, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Foreign Currency Loans plus outstanding Swingline Loans shall not exceed the lesser of (A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the Borrowing Base, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Foreign Currency Loans outstanding shall not exceed the Foreign Currency Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Sources: Credit Agreement (Profit Recovery Group International Inc)
Conditions to All Extensions of Credit. The obligations obligation of any Lender to make any Extension of Credit hereunder is subject to the satisfaction of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit:
(a) The Administrative Agent shall receive the applicable Request for Extension of Credit and the conditions set forth in Section 5.1:
(a) The Borrower 4.01 for the initial Extension of Credit shall have delivered (i) in been met as of the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Closing Date;
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist have occurred and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to immediately before the making of such Loan Extension of Credit and no Default shall exist immediately thereafter;
(c) The representations and warranties of the Credit Parties made in or pursuant to this Agreement and the application other Credit Documents shall be true in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of the proceeds thereof) or to the issuance date of such Letter Extension of Credit, other than those representations and warranties which expressly relate to an earlier date, in which case, they were true and correct in all material respects (except to the extent that any representation and warranty is qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as the case may be, of such earlier date;
(d) (i) Immediately following the sum making of such Extension of Credit the Outstanding Amount of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Aggregate Revolving Committed Amount and (ii) with respect to Term Loans, the LOC Obligations amount of such requested Extension of Credit shall not exceed the LOC Committed Amount. The delivery aggregate available Term Loan Commitments; and
(e) In the case of each Notice an Extension of BorrowingCredit to be denominated in an Alternative Currency, each Notice 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 Extensionthe Administrative Agent, the Required Revolving Lenders (in the case of any Revolving Loans to be denominated in an Alternative Currency), the Required Term Lenders (in the case of any Term Loans to be denominated in an Alternative Currency) or the L/Conversion and each request for a C Issuer (in the case of any Letter of Credit pursuant to Section 2.2(bbe denominated in an Alternative Currency) would make it impracticable for such Extension of Credit to be denominated in the relevant Alternative Currency. The making of such Extension of Credit hereunder shall constitute be deemed to be a representation and warranty by the Credit Parties of on the correctness of date thereof as to the matters facts specified in subsections clauses (b), (c), and (d), (e) and (f) aboveof this Section.
Appears in 1 contract
Sources: Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and At the time of the Issuing Lender to issue or extend any Letter making of all Extensions of Credit (including the initial before as well as after giving effect to such Loans and to the initial Letter proposed use of Credit) are subject to satisfaction of the proceeds thereof), the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1shall have been satisfied or shall exist:
(a) The Borrower there shall have delivered (i) in the case exist no Default or Event of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Default;
(b) The all representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, by Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such date (except for those which expressly relate to an earlier date)Extensions of Credit;
(c) There since December 25, 1999 (the last day of Borrower's 1999 fiscal year), there shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency no change which has had or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of could reasonably be expected to have a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbondedMaterially Adverse Effect;
(d) No Default there shall be no action or Event proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Default shall exist and Borrower, threatened (i) which reasonably could be continuing either prior expected to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Materially Adverse Effect; and
, or (fii) Immediately after giving effect seeking to the making prohibit or restrict one or more Credit Parties' ownership or operation of any portion of its business or assets, or to compel one or more Credit Parties to dispose of or hold separate all or any portion of its businesses or assets, where such portion or portions of such Loan (and the application of the proceeds thereofbusiness(es) or to the issuance of such Letter of Creditassets, as the case may be, constitute a material portion of the total businesses or assets of the Consolidated Companies;
(ie) the sum Extensions of Credit to be made and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and
(f) the Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Each request for an Extension of Credit and the acceptance by Borrower of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) proceeds thereof shall constitute a representation and warranty by the Credit Parties Borrower, as of the correctness date of such Extension of Credit, that the matters applicable conditions specified in subsections (b), (c), (d), (e) SECTIONS 4.1 and (f) above4.2 have been satisfied without any further action by the Borrower.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Office Depot Inc)
Conditions to All Extensions of Credit. The obligations obligation of each Lender Bank to make, convert or extend any make a Syndicated Loan on the occasion of each Borrowing and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter participate in Letters of Credit) are , and of Wachovia to make a Swing Loan is subject to the satisfaction of the following conditions conditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing.
(b) the fact that, immediately before and after the making of such extensions of credit, no Default shall have occurred and be continuing;
(c) the fact that the representations and warranties of the Borrower contained in addition Article IV of this Agreement shall be true on and as of the date of such Borrowing (except to satisfaction on the Closing Date extent any such representation or warranty is expressly made as of a prior date); and
(d) the fact that, immediately after such Borrowing, the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered clauses (i) in the case of any Revolving Loan), an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case and (iii) of any Letter of Credit, the Issuing Lender Section 2.01(a) shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations been satisfied. Each Syndicated Borrowing and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Continuation or Conversion and each request for a Letter of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties Borrower on the date of such Borrowing as to the truth and accuracy of the correctness of the matters facts specified in subsections paragraphs (b), (c), (d), (e) and (fd) of this Section; provided, that if such Borrowing is a Syndicated Borrowing which consists solely of a Refunding Loan then, (i) if such Borrowing is a Fixed Rate Borrowing or such Notice of Continuation or Conversion is to a Fixed Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be such a representation and warranty by the Borrower only as to the matters set forth in paragraphs (b) and (d) above, and (ii) if such Borrowing is a Base Rate Borrowing, or such Notice of Continuation or Conversions is to a Base Rate Loan, such Borrowing or Notice of Continuation or Conversion shall be deemed to be a representation and warranty by the Borrower only as to the matters set forth in paragraph (d) above.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan or Foreign Currency Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1December 31, 2000 1997 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Foreign Currency Loans plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and Amount, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (C) the Foreign Currency Loans outstanding shall not exceed the Foreign Currency Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Sources: Syndication Amendment and Assignment (Profit Recovery Group International Inc)
Conditions to All Extensions of Credit. The obligations of each Lender the Lenders to make, convert make any Loan or otherwise extend any credit to Borrower upon the occasion of each Borrowing or other extension of credit (whether by making a Loan and of the Issuing Lender to issue or extend any issuing a Letter of Credit Credit) hereunder (including the initial Loans and the initial Letter of Creditborrowing) are is subject to satisfaction of the following further conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
precedent that: (a) The Borrower shall have delivered No Default or Event of Default; Representations and Warranties True. Both immediately prior to the making of such Loan or other extension of credit and also after giving effect thereto and to the intended use thereof: (i) in the case no Default or Event of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or Default shall have occurred and be continuing; (ii) in each of the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth made by the Credit Parties in Section 6 shall, subject Article VIII and by each Credit Party in each of the other Credit Documents to the limitations set forth therein, which it is a party shall be true and correct in all material respects on and as of the date of the making of such Loan or other extension of credit with the same force and effect as if made on and as of such date (except for those it being understood and agreed that any such representation or warranty which expressly relate to by its terms is made as of an earlier date shall be required to be true and correct in all material respects only as such earlier date);
(c) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist that any representation and be continuing either prior warranty that is qualified as to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the applicable date); and
and (fiii) Immediately from and after December 31, 2015 and until the ▇▇▇▇ Massachusetts Project Opening Date, if the Credit Parties have not received Equity Contributions as of such date in an amount equal to or greater than the Equity Contribution Threshold, the aggregate amount of all Revolving Loans outstanding (after giving effect to the making of such Loan (and the application of the proceeds thereofrequested Revolving Loan) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the amount of the Equity Contributions made on or prior to the date such Revolving Committed Amount and (ii) Loan is made; provided, that prior to the LOC Obligations ▇▇▇▇ Massachusetts Project Opening Date Borrower shall not exceed be required to satisfy the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion conditions in this Section 7.02(a)(iii) in connection with any Loan requested by Borrower to be utilized solely to pay interest or fees due and each request for a Letter of Credit pursuant payable or to Section 2.2(b) shall constitute a representation become due and warranty by the Credit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) abovepayable under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
Conditions to All Extensions of Credit. The obligations Lenders’ obligation to provide any extensions of each Lender to make, convert or extend any Loan credit on and of after the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are Closing Date shall be subject to the satisfaction of all of the following conditions (unless waived in addition to satisfaction on writing by the Closing Date of the conditions set forth in Section 5.1:Administrative Agent):
(a) The Borrower Administrative Agent shall have delivered (i) received, in the case of any Revolving Loana Borrowing, an appropriate Notice of a Borrowing or Notice of Extension/Conversion or (ii) Request as required by Section 2.03 or, in the case of any the issuance of a Letter of Credit, the applicable Issuing Lender Bank and the Administrative Agent shall have received an appropriate request for a notice requesting the issuance in accordance with the provisions of such Letter of Credit as required by Section 2.2(b2.05(b);
(b) After giving effect to any extension of credit under the DIP ABL Revolver, the DIP ABL Credit Exposure shall not exceed the DIP ABL Loan Cap;
(c) With respect to any Credit Event after the first business day that is at least forty-five (45) calendar days following the Petition Date, the Bankruptcy Court shall have entered a Final Order, which Final Order has not been vacated, reversed, modified, amended or stayed without the consent of the Administrative Agent (such consent not to be unreasonably withheld);
(d) No trustee or examiner shall have been appointed with respect to the Debtors or their property;
(e) The representations and warranties set forth in Section 6 shallthe Loan Documents shall be true and correct in all material respects as of the date of the relevant Credit Event with the same effect as though made on and as of such date, subject except to the limitations set forth therein, extent such representations and warranties 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 date (except for those which expressly relate to an earlier date);; and
(cf) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcyAt the time of and immediately after the relevant Borrowing or issuance, insolvency amendment, extension or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment renewal of a receiverLetter of Credit, liquidatoras applicable, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No no Default or Event of Default shall exist have occurred and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to the making of continuing. Each such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion Borrowing and each request for issuance, amendment, extension or renewal of a Letter of Credit pursuant shall be deemed to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower on the date of the correctness of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in subsections paragraphs (b), (c), (d), (e) and through (f) aboveof this Section 4.02.
Appears in 1 contract
Sources: Senior Secured Priming and Superpriority Debtor in Possession Credit Agreement (Claires Stores Inc)
Conditions to All Extensions of Credit. The obligations of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition to satisfaction on the Closing Date of the conditions set forth in Section 5.1:
(a) The Borrower shall have delivered (i) in the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b);
(b) The representations and warranties set forth in Section 6 shall, subject to the limitations set forth therein, be true and correct in all material respects as of such date (except for those which expressly relate to an earlier datedate and except for changes in facts or circumstances that make such representations and warranties untrue but that, in and of themselves, do no constitute, and/or have not resulted in the occurrence of, a Default or Event of Default);
(c) There shall not have been commenced against any Consolidated Credit Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbonded;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events development or conditions event which has had or could have a Material Adverse Effect shall have occurred since January 1the later of (i) December 31, 2000 which would have a Material Adverse Effect1997 and (ii) the date of the most recent audited financial statements delivered to the Agent and the Lenders in accordance with the terms of Section 7.1(a); and
(f) Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. The delivery of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter of Credit pursuant to Section 2.2(b) shall constitute a representation and warranty by the Credit Parties Borrower of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) above.
Appears in 1 contract
Sources: Credit Agreement (Simcala Inc)
Conditions to All Extensions of Credit. The obligations obligation of any Lender to make any Extension of Credit hereunder is subject to the satisfaction of each Lender to make, convert or extend any Loan and of the Issuing Lender to issue or extend any Letter of Credit (including the initial Loans and the initial Letter of Credit) are subject to satisfaction of the following conditions in addition on or prior to satisfaction on the Closing Date proposed date of the making of such Extension of Credit:
(a) The Administrative Agent shall receive the applicable Request for Extension of Credit and, with respect to the initial Extension of Credit, the conditions set forth in Section 5.1:
(a) The Borrower 4.01 shall have delivered (i) in been met as of the case of any Revolving Loan, an appropriate Notice of Borrowing or Notice of Extension/Conversion or (ii) in the case of any Letter of Credit, the Issuing Lender shall have received an appropriate request for issuance in accordance with the provisions of Section 2.2(b)Closing Date;
(b) No Default or Event of Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default or Event of Default shall exist immediately thereafter;
(c) The representations and warranties set forth of the Credit Parties contained in Section 6 shallArticle V of this Agreement and the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification, subject be true and correct and (ii) with respect to the limitations set forth thereinrepresentations and warranties that do not contain a materiality qualification, be true and correct in all material respects respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to any representation or warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date, except that for purposes of this Section 4.02(c);
, the representations and warranties contained in Section 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ca) There shall not have been commenced against any Consolidated Party an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or any case, proceeding or other action for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator and (or similar officialb) of such Person or for any substantial part of its Property or for the winding up or liquidation of its affairs, and such involuntary case or other case, proceeding or other action shall remain undismissed, undischarged or unbondedSection 6.01;
(d) No Default or Event of Default shall exist and be continuing either prior to or after giving effect thereto;
(e) No circumstances, events or conditions shall have occurred since January 1, 2000 which would have a Material Adverse Effect; and
(f) Immediately after giving effect to following the making of such Loan (and the application Extension of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, Credit (i) the sum Outstanding Amount of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations outstanding plus outstanding Swingline Loans shall not exceed the Revolving Committed Amount and Amount, (ii) the LOC Obligations aggregate principal amount of Swing Line Loans shall not exceed the LOC Swing Line Committed Amount, and (iii) the Outstanding Amount of all Alternative Currency Tranche Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit;
(e) In the case of an Extension of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political, legal or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders would make it impracticable for such Extension of Credit to be denominated in the relevant Alternative Currency. The delivery making of each Notice of Borrowing, each Notice of Extension/Conversion and each request for a Letter such Extension of Credit pursuant hereunder shall be deemed to Section 2.2(b) shall constitute be a representation and warranty by the Credit Parties of Borrowers on the correctness of date thereof as to the matters facts specified in subsections clauses (b), (c), and (d), (e) and (f) aboveof this Section.
Appears in 1 contract