Effectiveness of Incremental Amendment Clause Samples
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:
(i) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, no Event of Default under Sections 8.01(a) or (f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments;
(ii) after giving effect to such Incremental Commitments, the conditions of Sections 4.02(i) and (ii) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, (x) the reference in 4.02(i) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations and (y) the reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Permitted Acquisition;
(iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenant set forth in Section 7.11 if such covenant is then in effect, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period, as if any Incremental Term Loans or Incremental Revolving Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith, and, in each case (x) with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) without netting the cash proceeds of any such Incremental Loans;
(iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $...
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments established or incurred thereunder, shall be subject to satisfaction or waiver of each of the following conditions (the effective date of any Incremental Amendment, an “Incremental Facility Effective Date”):
(A) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, no Event of Default shall exist after giving effect to such Incremental Commitments;
(B) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, the representations and warranties of the Borrower and the other Loan Parties contained in Article IV shall be true and correct in all material respects as of such Incremental Facility Effective Date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement) (without duplication of any materiality qualifier contained therein);
(C) each Incremental Term Commitment and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 and such increments may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in clause (E) below);
(D) [reserved]; and
(E) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, at the time of and after giving effect to the effectiveness of any proposed Incremental Commitments, the aggregate principal amount of all Incremental Commitments established or incurred pursuant to this Section 2.1(d), shall not exceed the Incremental Cap as in effect on such Incremental Facility Effective Date.
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions):
(a) (x) no Event of Default shall exist after giving effect to such Incremental Commitments (provided that, with respect to any Incremental Amendment the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this clause (4)(a)(x) shall be that no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) shall exist after giving effect to such Incremental Commitments), and (y) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided that in connection with a Limited Condition Transaction, the conditions in clause (x) (other than the condition referenced in the proviso thereto in respect of Section 8.01(1) and Section 8.01(6)) and in clause (y) shall only be required to the extent requested by the Persons providing more than 50% of the applicable Incremental Term Loans and Incremental Term C ommitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be; provided, further, that in the case of an acquisition or other Investment with a purchase price in excess of the greater of (A) $650.0 million and (B) 100.0% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), the conditions contained in clause (y) with respect to Specified Representations, shall be required whether or not requested by such Persons, unless waived in accordance with Section 10.01;
(b) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount re...
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:
(a) (x) no Event of Default shall then exist or would exist after giving effect to such Incremental Term Commitments, and (y) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(b) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)); and
(c) the aggregate principal amount of Incremental Term Loans shall not exceed the Incremental Cap Amount.
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:
(i) no Default or Event of Default shall exist after giving effect to such Incremental Term Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or (f) shall exist after giving effect to such Incremental Term Commitments (in the case of an acquisition which is a Limited Condition Acquisition, such determination to be subject to Section 1.10);
(ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth clause (iii) of this Section 2.12(d)); and
(iii) the aggregate principal amount of Incremental Term Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, calculated on a pro forma basis after giving effect to any such incurrence, shall not result in a Secured Net Leverage Ratio for the Test Period most recently ended in excess of 4.00 to 1.00 (calculating the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Term Loans) (the “Available Incremental Amount”).
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:
(i) no Default or Event of Default under shall exist immediately before or after giving effect to such Incremental Commitments (except in connection with any Permitted Acquisition, in which case this condition shall be limited to an Event of Default under Section 7.1(a) or (f));
(ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $500,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iii) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $500,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iii) below);
(iii) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments after the Amendment No. 2 Effective Date shall not exceed $225,000,000 in the aggregate ( the “Available Incremental Amount”); and
(iv) the Total Leverage Ratio after giving effect to such Incremental Commitment shall be equal to or less than 3:00 to 1.00 recomputed on a Pro Forma Basis as of the end of the four fiscal quarter period most recently ended for which financial statements were delivered pursuant to Section 5.1.
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and Incremental Revolving Credit Commitment thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of the conditions set forth in clause (a) and such other conditions as the Borrower, each Incremental Lender providing such Incremental Revolving Credit Commitment and the Administrative Agent shall agree, provided that any outstanding fees and reasonable expenses of the Agents shall have been paid as of such date.
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:
(i) the Double E Joint Venture shall have entered into (A) one or more Committed Capacity Contracts, (B) the Compression Addition or (C) a Permitted Expansion approved pursuant to Section 6.8 of the JV LLC Agreement;
(ii) the proceeds of the applicable Incremental Term Loans shall be used (A) to fund the Borrower’s Required Contribution in respect of the Project, a Permitted Expansion, or the Compression Addition and transaction fees and expenses incurred in connection with such Permitted Expansion or Compression Addition, (B) if permitted by the applicable Incremental Lenders, to make a Restricted Payment on the date of the funding of such Incremental Term Loans in connection with such Permitted Expansion, (C) to pay fees and expenses incurred in connection with the Incremental Term Loans, (D) to reimburse the Borrower’s Required Contributions or fees and expenses, or (E) to pay Debt Service with respect to the Compression Addition or a Permitted Expansion and to fund the DSR Requirement or any other applicable debt service reserve requirement;
(iii) as of the time of the initial Incremental Facility Closing Date, the remaining Delayed Draw Loan Commitments shall be zero dollars ($0) and the aggregate principal amount of Delayed Draw Term Loans shall have been funded in full;
(iv) no Default or Event of Default shall exist and be continuing or would immediately result from such proposed Incremental Commitment or from the application of the proceeds therefrom;
(v) the aggregate principal amount of the Incremental Term Loans (the “Incremental Availability Amount”) incurred shall not exceed the lesser of (a) $200,000,000, (b) an amount equal to 45.0% of the aggregate principal amount of Term Loans, calculated on a pro forma basis after giving effect to the incurrence of such Incremental Term Loans (taking into account any prepayments of the Facilities in connection therewith), outstanding as of the applicable Incremental Facility Closing Date and (c) an amount such that, after giving pro forma effect to the incurrence of such Incremental Term Loans (taking into account any prepayments of the Facilities in connection therewith), the Total Debt to EBITDA Ratio shall not exceed: (x) 8.50:1.00 if the applicable Incremental Facility Closin...
Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Tranche Closing Date”) of each of the following conditions:
(i) no Default or Event of Default exists or shall exist after giving effect to such Incremental Amendment; and (B) to the extent subject to testing, the Borrower shall be in pro forma compliance with the Financial Performance Covenant after giving effect to such Incremental Amendment;
(ii) either (x) the representations and warranties of each Credit Party set forth in Article IX and in each other Credit Document shall be true and correct in all material respects on and as of the Incremental Tranche Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(iii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000.