CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: (a) All representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (Vulcan Materials CO), 364 Day Credit Agreement (Vulcan Materials CO), 364 Day Credit Agreement (Vulcan Materials CO)
CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.10, the obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent and, if applicable, the Swing Line Lender, shall have received a Request for Borrowing in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Revolving Credit Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Fortive Corp), Credit Agreement (Fortive Corp), Credit Agreement (Fortive Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects and (iii) for purposes of this Section 4.03, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01 and 6.19.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent Lender and shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) After giving effect to the Borrowing requested to be made on any such date and the use of proceeds thereof, the Commitment shall be greater than or equal to zero.
(e) The Borrowers shall have provided evidence satisfactory to the Lender that after giving effect to (i) such request (and the funding of the proceeds thereof) and (ii) the payment of obligations of the Borrowers reflected in the Approved Budget to be paid during the seven-day period beginning with the requested funding date, the sum of cash and cash equivalents of the Loan Parties will not exceed $1,500,000.
(f) The requested Borrowing shall not exceed the Available Amount.
(g) Prior to, and after giving effect to, the making of any Loan, the Borrowers shall be in compliance with the provisions of Section 6.19 hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) 4.01 and (b) 4.03 have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: Senior Secured, Super Priority Debtor in Possession Credit Agreement (B. Riley Financial, Inc.), Senior Secured, Super Priority Debtor in Possession Credit Agreement (Wet Seal Inc), Senior Secured, Super Priority Debtor in Possession Credit Agreement (Wet Seal Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.03, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Societal CDMO, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate SOFR Loans) ), is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (i), (ii), (v) and (vi) respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing.
(b) No Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (Athene Holding Ltd.), Credit Agreement (Athene Holding LTD), 364 Day Credit Agreement (Athene Holding LTD)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of (i) the Borrower contained in Article V and (except for ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be (A) in the case of representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct or true and correct in all material respects, as the case may be, as of such earlier date; provided that the representations and warranties contained in Section 5.09 shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: Term Agreement (Flex Ltd.), Term Loan Agreement (Flex Ltd.), Term Loan Agreement (Flextronics International Ltd.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing in accordance with the requirements hereof.
(d) The Borrower shall be in compliance with the Asset Coverage Ratio both before and after giving effect to such proposed Borrowing.
(e) The Borrower shall be in compliance in all material respects with the Act both before and after giving effect to such proposed Borrowing. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b), (d) and (be) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 3 contracts
Sources: Credit Agreement (Voya PRIME RATE TRUST), Credit Agreement (Voya PRIME RATE TRUST), Credit Agreement (Voya PRIME RATE TRUST)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, excluding a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties contained or in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case; provided that, to the extent that such representations and warranties specifically refer to an earlier date, in which case 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) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereoftherefrom.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing and that after giving effect to such Borrowing, the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitments shall be equal to or exceed the Credit Exposure.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)
CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Company contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower Company in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Fortive Corp), Term Loan Credit Agreement (Fortive Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) from any Borrower is subject to the following conditions precedent:
(a) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than Sections 6.05(c) and warranties 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, exceptBorrowing (other than any representation and warranty that is expressly qualified by materiality, in each casewhich case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) The Outstanding Amount after giving effect to the Borrowing shall not exceed the Minimum Collateral Amount. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the relevant Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than advance the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion Borrowings of Committed its Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VII or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such BorrowingLoan, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this Section 6.02, the representations and warranties contained in subsections (a) and (b) of Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a6.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, another Type or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for other than, after the representations and warranties contained in Closing Date, Sections 5.04(c5.05(b) and 5.05 hereof5.06) that are qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01 (and, if any financial statements shall have been subsequently delivered pursuant to subsection (b) of Section 6.01, then also to such financial statements so subsequently delivered).
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b4.02(b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: 364 Day Revolving Credit Agreement (Amazon Com Inc), 364 Day Revolving Credit Agreement (Amazon Com Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the satisfaction of the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c5.05(c), 5.06(b) and 5.05 hereof5.12 for all Borrowings) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (provided that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements delivered pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.), 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type) or to make any Loan pursuant to Section 2.01, or a continuation of Eurodollar Rate Loans) to effect any Collateral Substitution, is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Company and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such BorrowingBorrowing or Collateral Substitution, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Syndicated Credit Agreement.
(b) No Default shall exist, exist or would result from such proposed Borrowing or Collateral Substitution or from the application of the proceeds thereof.
(c) The Administrative Agent In the event of a Borrowing, the Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) With respect to each such Financed Property which is to be financed in whole or in part by such Loan, or which is added to the Property Pool by such Collateral Substitution, the Lender shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the date of such Loan (or a recent date before the date of such Loan, or, with respect to such Financed Properties to be financed as of the Closing Date, except to the extent permitted to be delivered in accordance with Section 6.10) and each in form and substance reasonably satisfactory to the Lender:
(i) a satisfactory FIRREA Appraisal;
(ii) (x) a Mortgage and evidence of the proper recordation of such Mortgage in the appropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), and (y) the Real Estate Support Documents with respect to such Financed Property;
(iii) a copy of the Lease of such Financed Property to the applicable Subsidiary and any sublease or Memorandum of Lease associated therewith, if any;
(iv) to the extent the applicable lessee is not already a party to the Guaranty, a fully executed Joinder Agreement executed by the lessee under any Lease of such Financed Property joining such lessee to the Guaranty;
(v) a favorable opinion of local counsel to the Borrowers in the state where such Financed Property is located, addressed to the Lender, as to such matters concerning the Borrowers owning such Financed Property, any Guarantor leasing such property, and the Loan Documents as the Lender may reasonably request;
(vi) in the event of a Collateral Substitution, a certificate of a Responsible Officer of the Company in form and detail reasonably satisfactory to the Lender (which may be contained in the applicable Loan Notice) demonstrating that the Collateral Substitution Test shall have been met;
(vii) Uniform Commercial Code search results showing no Liens on the Financed Property other than Mortgage Permitted Liens and those liens acceptable to the Lender in its sole discretion;
(viii) delivery of Uniform Commercial Code financing statements and fixture filings suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements or fixture filings, and such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) in and to such other Collateral as the Lender may require;
(ix) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents with respect to such Financed Property has been obtained and is in effect; and endorsements naming the Lender as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to such Financed Property; and
(x) with respect to the applicable Borrower associated with such Financed Property (to the extent not previously delivered):
(A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Borrower is a party;
(B) such documents and certifications as the Lender may reasonably require (x) to evidence that each Loan Party is duly organized or formed, and (y) to evidence that such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(C) a certificate of a Responsible Officer of such Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and
(D) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to the Borrowing or the Collateral Substitution and the other Loan Documents and the Indebtedness pursuant hereto and thereto.
(e) The applicable Borrower associated with such Financed Property must be a Borrower as of the Closing Date or pursuant to Section 6.05.
(f) With respect to each Collateral Substitution, the Lender shall have received a $7,500.00 collateral substitution fee.
(g) Any fees required to be paid on or before the date of the applicable Borrowing or Collateral Substitution shall have been paid. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by the Borrower Company and each Collateral Substitution shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or Collateral Substitution. The Company and the Borrowers, jointly and severally, shall pay to the Lender any collateral substitution fees required by this Section 4.02.
Appears in 2 contracts
Sources: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Term SOFR Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the 2021 Term Loan Facility has been terminated, or substantially concurrently with the Borrowing pursuant to Section 2.01, shall be terminated. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 2 contracts
Sources: Term Loan Agreement (Vontier Corp), Term Loan Agreement (Vontier Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) after the Closing Date is subject to satisfaction or waiver of the following conditions precedent:
(ai) All The representations and warranties of the Borrower contained each Loan Party set forth in Article V (except for the representations 5 and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality each other Loan Document shall be true and correct in all material respects on and as of the date of such BorrowingBorrowing with the same effect as though made on and as of such date, except, in each case, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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.
(bii) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereoftherefrom (except in connection with a Borrowing on the Closing Date).
(ciii) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) Section 4.02 have been satisfied on and as of the date of the applicable Borrowing. Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and the related Incremental Amendment.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c5.05(c), 5.06(b), 5.09 and 5.17 for all Borrowings other than the initial Borrowing) and 5.05 hereof) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Ebay Inc), Credit Agreement (Ebay Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make ---------------------------- any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction of the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects as of such earlier date, except that the representations and warranties set forth in Sections 5.04(b) and 5.05 shall be required to be true and correct in all material respects only on the date of the initial Borrowing and on the Assumption Date after giving effect to the Assumption.
(b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders may reasonably request. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than advance the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion Borrowings of Committed its Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties Section 5 or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such BorrowingLoan, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Borrower shall be in compliance (on a Pro Forma Basis taking into account the applicable Loan) with the financial covenants set forth in Section 7.11.
(d) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof.
(e) All of the conditions precedent set forth in Section 4.01 shall have been satisfied on or prior to date of such requested Borrowing. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) ), (b), and (bc) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type) or to make any Loan pursuant to Section 2.01, or a continuation of Eurodollar Rate Loans) to effect any Collateral Substitution, is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Company and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such BorrowingBorrowing or Collateral Substitution, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Syndicated Credit Agreement.
(b) No Default shall exist, exist or would result from such proposed Borrowing or Collateral Substitution or from the application of the proceeds thereof.
(c) The Administrative Agent In the event of a Borrowing, the Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) With respect to each Financed Property which is added to the Property Pool by such Collateral Substitution, the Lender shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each dated as of the date of such Loan (or a recent date before the date of such Loan, or, with respect to such Financed Properties to be financed as of the Closing Date, except to the extent permitted to be delivered in accordance with Section 6.10) and each in form and substance reasonably satisfactory to the Lender:
(i) a satisfactory FIRREA Appraisal;
(ii) (x) a Mortgage properly executed by a Responsible Officer of the signing Loan Party and evidence of the proper recordation of such Mortgage in the appropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), and (y) the Real Estate Support Documents with respect to such Financed Property;
(iii) environmental reports (including Phase I and if requested by the Lender, Phase II environmental assessments) as the Lender may reasonably request, in each case (x) prepared by an environmental expert acceptable to Lender and (y) dated as of a date within twelve (12) months before the date of addition of such property to the Property Pool;
(iv) a copy of the Lease of such Financed Property to the applicable Subsidiary and any sublease or Memorandum of Lease associated therewith, if any;
(v) to the extent the applicable lessee is not already a party to the Guaranty, a fully executed Joinder Agreement executed by the lessee under any Lease of such Financed Property joining such lessee to the Guaranty;
(vi) a favorable opinion of local counsel to the Borrowers in the state where such Financed Property is located, addressed to the Lender, as to such matters concerning the Borrowers owning such Financed Property, any Guarantor leasing such property, and the Loan Documents as the Lender may reasonably request;
(vii) a certificate of a Responsible Officer of the Company in form and detail reasonably satisfactory to the Lender (which may be contained in the applicable Loan Notice) demonstrating that the Collateral Substitution Test shall have been met;
(viii) Uniform Commercial Code search results showing no Liens on the Financed Property other than Mortgage Permitted Liens and those liens acceptable to the Lender in its sole discretion;
(ix) delivery of Uniform Commercial Code financing statements and fixture filings suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) as to items of Collateral in which a security interest may be perfected by the filing of financing statements or fixture filings, and such other documents and/or evidence of other actions as may be necessary under applicable Law to perfect the Liens of the Lender under the Mortgage and other Security Instruments related to such Financed Property as a first priority Lien (subject only to Mortgage Permitted Liens) in and to such other Collateral as the Lender may require;
(x) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents with respect to such Financed Property has been obtained and is in effect; and endorsements naming the Lender as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to such Financed Property; and
(xi) evidence that such Financed Property is not a Flood Hazard Property; and
(xii) with respect to the applicable Borrower associated with such Financed Property (to the extent not previously delivered):
(A) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Borrower as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Borrower is a party;
(B) such documents and certifications as the Lender may reasonably require (x) to evidence that each Loan Party is duly organized or formed, and (y) to evidence that such Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(C) a certificate of a Responsible Officer of such Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and
(D) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to the Collateral Substitution and the other Loan Documents and the Indebtedness pursuant hereto and thereto.
(e) The applicable Borrower associated with such Financed Property must be a Borrower as of the Closing Date or pursuant to Section 6.05.
(f) With respect to each Collateral Substitution, (i) the Lender shall have received a $7,500.00 collateral substitution fee and (ii) the Lender shall have determined that no Environmental Issue exists with respect to any Financed Property that is added to the Collateral Pool by such Collateral Substitution.
(g) Any fees required to be paid on or before the date of the applicable Borrowing or Collateral Substitution shall have been paid. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by the Borrower Company and each Collateral Substitution shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or Collateral Substitution. The Company and the Borrowers, jointly and severally, shall pay to the Lender any collateral substitution fees required by this Section 4.02.
Appears in 2 contracts
Sources: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations other than in Sections 5.05(c), 5.06, 5.10, 5.11 and warranties 5.14) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to include the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.
(d) In the case of a Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Lowes Companies Inc), 364 Day Credit Agreement (Lowes Companies Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request request for a Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) and any extension of credit pursuant to Section 2.14, 2.15 or 2.16 is subject to the following conditions precedent, subject to Section 1.09 with respect to Incremental Term Loans only:
(a) All the representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and Borrowing in all material respects (other than any such representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects); provided that in the case of any Incremental Term Loans used to finance a Limited Condition Acquisition permitted hereunder, to the extent the Lenders participating in such Incremental Term Loans agree, this Section 4.02(a) shall require only the Specified Representations and customary “acquisition agreement representations” (i.e., those representations of the seller or target (as applicable) in the applicable acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under the applicable acquisition agreement as a result of the failure of such representations to be accurate) be true and correct in all material respects on and as of the date of such Borrowing, (except, in each casethe case of the Specified Representations, to the extent that any such representations representation and warranties specifically refer to an earlier datewarranty is qualified by materiality or Material Adverse Effect, in which case they such representation and warranty shall be true and correct as of such earlier datein all respects).
(b) No no Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Subject to Section 1.09 with respect to Incremental Term Loans, each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Callaway Golf Co), Credit Agreement (Callaway Golf Co)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default Change of Control, Invalidity Event or Material Failure of Security shall existhave occurred and no Default, Collateral Shortfall or Over Advance shall exist or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) Neither the Administrative Agent nor any Lender shall have received from any Person any notice that any Collateral Document will no longer secure on a first priority basis (subject to Liens permitted under the applicable Collateral Document) future Borrowings under this Agreement.
(e) Agent shall have received, in form and substance satisfactory to it: (i) such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require; and (ii) any information requested more than five Business Days prior to such Loan Notice by the Agent or any Lender in accordance with Section 6.02(d). Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Alaska Air Group Inc), Credit Agreement (Alaska Airlines Inc)
CONDITIONS TO ALL BORROWINGS. The Except as otherwise expressly provided herein, the obligation of each Lender to honor any Request for Borrowing make Loans (other than the initial funding including Loans made on the Closing Effective Date) are subject, a Committed Loan Notice requesting only a conversion at the time of Committed the making of such Loans to the other Type, or a continuation satisfaction of Eurodollar Rate Loans) is subject to the following conditions precedentconditions:
(a) All representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower by any Credit Party contained herein or in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality any other Loan Document shall be true and correct in all material respects on and (without duplication of any materiality qualifier contained therein) as of such date and also after giving effect to the date making of such BorrowingLoans, except, in each case, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date.);
(b) No no Default or Event of Default shall exist, have occurred and be continuing or would result from such exist after giving effect to the proposed Borrowing or from the application of the proceeds thereof.Loan;
(c) The Administrative prior to the making of each Loan, Agent shall have received a Request for Notice of Borrowing meeting the requirements of subsection 1.5(a);
(d) after giving effect to any Loan and the contemporaneous uses of the proceeds thereof, the Credit Parties’ cash and Cash Equivalents shall not exceed $15,000,000; and
(e) the proceeds of such Loans shall be used as set forth in and in accordance with the requirements hereofBudget. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan shall be deemed to be constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions specified in Sections 4.02(a) and (b) this Section 2.2 have been satisfied on and as (ii) a reaffirmation by each Credit Party of the date granting and continuance of Agent’s Liens, on behalf of itself and the applicable BorrowingSecured Parties, pursuant to the Collateral Documents.
Appears in 2 contracts
Sources: Debtor in Possession Credit Agreement (GSE Holding, Inc.), Dip Credit Agreement
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a the conversion of Committed Loans from one Type to another or the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified any document furnished by materiality the Borrower to the Lender under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (QEP Midstream Partners, LP)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) and the Term Loan Conversion Option is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi) and the Term Loan Conversion Option, in each caseas of the Closing Date and the Term Loan Conversion Date, respectively), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date and the Term Loan Conversion Date, if applicable.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi) and the Term Loan Conversion Option, from the application occurrence of the proceeds thereofClosing Date and the Term Loan Conversion Date, respectively).
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.12 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Danaher Corp /De/), Credit Agreement (Danaher Corp /De/)
CONDITIONS TO ALL BORROWINGS. (Including on the Closing Date). The obligation of each Lender to honor any Request for Borrowing Notice (other than the initial funding on the Closing Date, a Committed Loan Borrowing Notice requesting only a conversion of Committed Term Loans to the other Type, Type or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of (i) the Borrower contained in Article V and (except for the representations and warranties ii) each Loan Party contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall each other Loan Document or in any document required to be true and correct on and as of the date of such Borrowingfurnished at any time thereunder, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02 following the Closing Date, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof.
(b) No Default or Event of Default shall exist, or would result immediately, from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Notice in accordance with the requirements hereof. It is understood, for avoidance of doubt, that each Borrowing made in connection with the effectiveness of any Incremental Facility, the proceeds of which are used to consummate a Permitted Acquisition, will be subject to the conditions set forth in clauses (a) and (b) only to the extent specified in Section 2.15(d)(i). Each Request for Borrowing Notice (other than a Committed Loan Borrowing Notice requesting only a conversion of Committed Term Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than from the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) Borrower is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V VI (except for the representations other than Sections 6.05(c) and warranties 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, exceptBorrowing (other than any representation and warranty that is expressly qualified by materiality, in each casewhich case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate SOFR Loans) ), is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (i) and (ii), respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct as a condition precedent to any Borrowing.
(b) No Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate SOFR Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 1 contract
Sources: Term Loan Agreement (Vontier Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Credit Party contained in Article V (except for the representations and warranties VI or any other Credit Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) There shall not have occurred a Bankruptcy Event with respect to any Credit Party.
(d) The Administrative Agent shall have received (i) a Request for Borrowing Loan Notice in accordance with the requirements hereof, and (ii) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and giving pro forma effect to the requested Borrowing.
(e) The Administrative Agent shall have approved in accordance with the provisions of Section 7.12 hereof all Approved Properties included in the calculation of the Borrowing Base in the Compliance Certificate delivered in connection with clause (d) above and have received all applicable deliverables required pursuant to Section 7.12 in connection therewith.
(f) Immediately after giving effect to the making of such Borrowing, the Outstanding Amount shall not exceed the lesser of (i) the Aggregate Revolving Commitments, and (ii) the Borrowing Base. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation representation, warranty and warranty covenant that the conditions specified in Sections 4.02(a5.02(a), (b), (c), (e) and (bf) have been or will be satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Wells Real Estate Investment Trust Ii Inc)
CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurodollar Rate Loans) is are subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article V 6, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (except for the ii) which are contained in any other document furnished at any time under or in connection herewith or therewith that specifically states therein that such representations and warranties contained in Sections 5.04(c) are being made for the benefit of the Lenders and 5.05 hereof) that are qualified by materiality the Administrative Agent, shall be true and correct on (in the case of each representation and as of the date of such Borrowing, and all representations and warranties of the Borrower contained warranty described in Article V clause (except for the representations and warranties contained in Sections 5.04(ci) and 5.05 hereofor (ii) that are not qualified by materiality shall be true and correct immediately preceding) in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The aggregate outstanding principal amount of all Canadian Loans (as defined in the Multi-Year Credit Agreement) and US Loans (as defined in the Multi-Year Credit Agreement) is not less than $1,650,000,000.
(d) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans or CDOR Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained of this Agreement or in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality any other Loan Document shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(v), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects), and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.13 to the designation of such Borrower as a Designated Borrower shall have been met.
(e) In the case of a Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls, or any other event, in each case, which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Grainger W W Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make any Request for Borrowing Loans (other than the initial funding including on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to satisfaction of the following conditions precedent:
(a) All The representations and warranties of the Borrower Company contained in Article V (except for the representations and warranties 5 or any other Loan Document, or which are contained in Sections 5.04(cany document furnished at any time under or in connection herewith or therewith, (x) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that which are not qualified by as to materiality shall be true and correct in all material respects and (y) which are qualified as to materiality shall be true and correct, in each case, on and as of the date of such BorrowingLoan Notice and after giving effect to such borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects, or true and correct, as the case may be, as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.11(a) and (b) shall be deemed to refer to the most recent statements furnished prior to the Closing Date or pursuant to Sections 6.01(a) and (b), respectively.
(b) No Default or Event of Default shall exist, have occurred and be continuing on such date or would result from such immediately after giving effect to the proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) No order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making any Loans to be made by it. No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Loans hereunder.
(d) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice notice of conversion requesting only a conversion of Committed Loans to the other Type Interest Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (or waived) on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Investment Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Lpath, Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for other than, in the representations and warranties case of a Commercial Paper Borrowing, Section 5.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent Agent, and, if applicable, the Swing Line Lender, shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Oneok Inc /New/)
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a the conversion of Committed Loans from one Type to another or the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified any document furnished by materiality the Borrower to the Lender under or in connection with this Agreement, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02(a) the representations and warranties contained in Section 5.06(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.and
Appears in 1 contract
Sources: Credit Agreement
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than from the initial funding Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively).
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.. 147741845_5
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of the date of such Borrowing, it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default or Event of Default shall exist, exist and be continuing either prior to or would result from after giving effect to such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Term Loan Agreement (Highwoods Realty LTD Partnership)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect), and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) With respect to the Term B Borrowing, the conditions set forth in Section 2.01(b) shall have been satisfied. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bd) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than from the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) Borrower is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V VI (except for the representations other than Sections 6.05(c) and warranties 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, exceptBorrowing (other than any representation and warranty that is expressly qualified by materiality, in each casewhich case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to the Borrower.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Public Service Co of New Hampshire)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of (i) the Borrower contained in Article V and (except for ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be (A) in the case of representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be as to materiality, true and correct, and (B) in the case of representations and warranties that are not qualified as to materiality, true and correct in all material respects, in each case on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct or true and correct in all material respects, as the case may be, as of such earlier date; provided that the representations and warranties contained in Section 5.09 shall be deemed to refer to the most recent Financial Statements furnished pursuant to subsections (a) and (b) of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. 56339040-2 56 49684497_9 Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Term Loan Agreement (Flextronics International Ltd.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Loan Parties contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under this Agreement, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, exceptexcept to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, in each case, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) For any Loan Notice delivered on or after July 1, 2006, sixty percent (60%) of the rentable square footage contained or to be contained in the Terminus Project shall have been leased to parties that have signed leases containing arms-length terms reasonable in the market.
(d) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Construction Facility Credit Agreement (Cousins Properties Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date., and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01. D-2216575_11.doc 38
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LoansType) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding from any Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a1) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively).
(b2) No Default or Event of Default with respect to such Borrower shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c3) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) from any Borrower is subject to the following conditions precedent:
(a) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than Sections 6.05(c) and warranties 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, exceptBorrowing (other than any representation and warranty that is expressly qualified by materiality, in each casewhich case such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof, with respect to such Borrower.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Public Service Co of New Hampshire)
CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurodollar Rate Loans) is are subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article V 6, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (except for the ii) which are contained in any other document furnished at any time under or in connection herewith or therewith that specifically states therein that such representations and warranties contained in Sections 5.04(c) are being made for the benefit of the Lenders and 5.05 hereof) that are qualified by materiality the Administrative Agent, shall be true and correct on (in the case of each representation and as of the date of such Borrowing, and all representations and warranties of the Borrower contained warranty described in Article V clause (except for the representations and warranties contained in Sections 5.04(ci) and 5.05 hereofor (ii) that are not qualified by materiality shall be true and correct immediately preceding) in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to make any Loans hereunder or otherwise to honor any Request for Borrowing Notice (other than the initial funding on the Closing Date, a Committed Loan any Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurodollar Rate LoansLoans as the same Type) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties V, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier datedate , and except that this subsection (a) shall be deemed to refer to the last day of the most recent fiscal quarter and year for which financial statements have been delivered in respect of the representations and warranties made in Sections 5.05(a) and (b), respectively.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Notice in accordance with the requirements hereof.
(d) The Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Request for Borrowing Notice (other than a Committed Loan any Notice requesting only a conversion of Committed Loans to the other Type another Type, or a continuation of Eurodollar Rate LoansLoans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Sanmina-Sci Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the satisfaction of the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c5.05(c), 5.06(b) and 5.05 hereof5.12 for all Borrowings other than any Borrowing occurring on the Closing Date) or any other Loan Document that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall, after the first delivery of financial statements pursuant to clauses (a) and (b), respectively, of Section 6.01, be deemed to refer to the most recent financial statements so delivered.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Ebay Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request request for a Borrowing pursuant to a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, another Type or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be (i) true and correct on and as of the date of such Borrowing, Closing Date and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(cii) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date of such Borrowingany Borrowing after the Closing Date, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to satisfaction or waiver of the following conditions precedent:
(a) All The representations and warranties of the Borrower contained each Loan Party set forth in Article V (except for the representations 5 and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality each other Loan Document shall be true and correct in all material respects on and as of the date of such BorrowingBorrowing with the same effect as though made on and as of such date, except, in each case, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided 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) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereoftherefrom (except in connection with a Borrowing on the Closing Date).
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a) and (band, if submitted after the Closing Date, Section 4.02(b)) have been satisfied on and as of the date of the applicable Borrowing; provided that the only representations the accuracy of which shall be a condition to Borrowings hereunder on the Closing Date are the representations set forth in Sections 4.01(e) and (i). Notwithstanding anything in this Section 4.02 to the contrary, to the extent that the proceeds of Incremental Term Loans are to be used to finance a Permitted Acquisition or Investment permitted hereunder, the only conditions precedent to the funding of such Incremental Term Loans shall be the conditions precedent set forth in Section 2.14 and the related Incremental Amendment.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Jason Industries, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Borrowing Request for Borrowing (other than (x) a repayment pursuant to Paragraphs 3(d) or 5(c) of the initial funding on the Closing Date, Agreement or (y) a Committed Loan Notice Borrowing Request requesting only a conversion of Committed Loans Advances to the other Type, or a continuation of Eurodollar Eurocurrency Rate LoansAdvances) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Broker/Dealer contained in Article V (except for the representations and warranties contained in Sections 5.04(cParagraph 24(a) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, Agreement and all representations Section 15 and warranties of the Borrower contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith shall be true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date of such BorrowingAdvance, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(b) No Event of Default or Event of Acceleration shall exist, or would result from such proposed Borrowing Advance or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Borrowing Request for Borrowing in accordance with the requirements hereof.
(d) No Funding Blockage Event has occurred or would result from such proposed Advance or the application of the proceeds thereof. Each Borrowing Request for Borrowing (other than a Committed Loan Notice Borrowing Request requesting only a conversion of Committed Loans Advances to the other Type or a continuation of Eurodollar Eurocurrency Rate LoansAdvances) submitted by the Borrower Broker/Dealer shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a14(a), (b) and (bd) have been satisfied on and as of the date of the applicable BorrowingAdvance.
Appears in 1 contract
Sources: Revolving Note and Cash Subordination Agreement (Willis Group Holdings PLC)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Credit Extension (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Company and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality each other Loan Document shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.11(a) and (c) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Credit Extension in accordance with the requirements hereof. Each Request for Borrowing Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower Company (on behalf of itself or any Borrowing Subsidiary) shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Alberto Culver Co)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties VI or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.11 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent and, if applicable, the Swing Line Lender, shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing .
(other than d) If the applicable Borrower is a Committed Loan Notice requesting only a conversion Designated Borrower, then the conditions of Committed Loans Section 2.14 to the other Type or designation of such Borrower as a continuation of Eurodollar Rate Loans) submitted by the Designated Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as met to the satisfaction of the date of the applicable BorrowingAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.11, the obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) Prior to or substantially concurrent with the initial Borrowing hereunder, there shall have occurred an initial public offering of the Company, spin-off or split-off of the Company from Xxxxxxx, or other distribution by Xxxxxxx to its shareholders of all or a portion of the equity interest in the Company owned by Xxxxxxx and transfer of assets to the Company, in each case effected in accordance with the Separation Agreement.
(d) The Administrative Agent and, if applicable, the Swing Line Lender, shall have received a Request for Borrowing in accordance with the requirements hereof.
(e) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(f) In the case of a Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Veralto Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent and, if applicable, the Swing Line Lenders, shall have received a Request for Borrowing in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor make any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Revolving Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(ai) All The representations and warranties of the Borrower Borrowers contained in Sections 5.01, 5.02, 5.03, 5.04, 5.05(c), and 5.14 are true and correct, and (ii) all other representations and warranties of the Borrowers contained in Article V (except for and the representations and warranties other Loan Documents, or which are contained in Sections 5.04(c) and 5.05 hereof) that any document furnished in connection with a Committed Loan Notice or Borrowing Base Certificate, are qualified by materiality shall be true and correct in all material respects (or, in the case of any such other representation, warranty, certification or statement of fact qualified by materiality, Material Adverse Effect or any similar concept, incorrect or misleading in any respect), in each case on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent Lender shall have received a Request for Borrowing Committed Loan Notice in accordance with Section 2.02.
(d) There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the requirements hereof. proposed financing under this Agreement or the repayment thereof or as to rights created under the Guaranty or as to application of the proceeds of the realization of any such rights.
(e) Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Committed Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality VI or any other Loan Document, shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) With respect to the Term C Borrowing, the Term C Draw Conditions shall have been satisfied.
(d) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a), (b) and (bc) (if applicable) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Dermira, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, exceptexcept (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in each caseall respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default or Event of Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. DB1/ 113327194.13 Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Equinix Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof.
(d) Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or (ii) a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for except, in the case of any Borrowing after the Closing Date, the representations and warranties contained in Sections 5.04(c) and 5.05 hereof5.05) that or in any other Loan Document, or which are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that (i) if a representation and warranty is qualified by materiality or material adverse effect it shall be true and correct in all respects and (ii) the representation and warranty made in Section 5.12(a) shall be true and correct in all respects), in each case on and as of the date of such BorrowingBorrowing (or, except, in each case, to the extent that if such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or (ii) a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Term Loan Agreement (EQT Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LIBOR Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such the proposed Borrowing, except, in each case, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date., (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and (iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01;
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof.
(d) Any such proposed Borrowing does not exceed the unused portion of the Commitments at such time. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that any representation or warranty that is expressly qualified as to materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V except (except for the representations and warranties contained in Sections 5.04(ci) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (iii) for any changes in such representations and warranties that result from acts or omissions of the Borrower that do not constitute a breach of this Agreement.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Philadelphia Consolidated Holding Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request request for a Borrowing (other than the initial funding on the Closing Date, Date and other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All the representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively;
(b) No no Default or Event of Default shall exist, or would result from from, such proposed Borrowing Credit Extension or from the application of the proceeds thereof.therefrom; and
(c) The the Administrative Agent shall have received a Request request for a Borrowing in accordance with the requirements hereof, provided that, in the case of Incremental Facilities, the conditions specified in Sections 4.02(a) and (b) shall be limited in accordance with Section 2.14(f) if such request for a Borrowing is in connection with a Limited Condition Transaction. Each Request request for a Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document (except for provided that in the case of any initial Borrowings on the Closing Date, the representations and warranties contained in Sections 5.04(cSection 5.01(a), Section 5.01(b)(ii), Section 5.02(a), Section 5.12, Section 5.15 and Section 5.16 are the only representations being made on the Closing Date) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, ; provided that to the extent that such representations and warranties specifically refer to an earlier date, in which case 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) No In the case of each Borrowing after the initial Borrowings, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereoftherefrom.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof[Reserved.]
(d) [Reserved]. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections Section 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Igate Corp)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of (i) the Borrower Borrowers contained in Article V (except for the representations other than Sections 5.05(c) and warranties 5.06) and (ii) each applicable Designated Borrower contained in each Designated Borrower Request and Assumption Agreement (other than Sections 5.04(c5.05(c) and 5.05 hereof5.06 to the extent incorporated by reference therein) that are qualified by materiality shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing .
(other than d) If the applicable Borrower is a Committed Loan Notice requesting only a conversion Designated Borrower, then the conditions of Committed Loans Section 2.14 to the other Type or designation of such Borrower as a continuation of Eurodollar Rate Loans) submitted by the Designated Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowingmet.
Appears in 1 contract
Sources: Credit Agreement (Amazon Com Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding make a Loan on the Closing Date, a Committed Loan Notice requesting only a conversion occasion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) any Borrowing is subject to the satisfaction of the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c) 5.05(c), 5.06 and 5.05 hereof5.12 for all Borrowings other than any Borrowing occurring on the Closing Date or a Designated Borrower Closing Date) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all the representations and warranties of the Borrower contained in Article V (except for other than the representations and warranties contained in Sections 5.04(c) 5.05(c), 5.06 and 5.05 hereof5.12 for all Borrowings other than any Borrowing occurring on the Closing Date or a Designated Borrower Closing Date) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datedate (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements delivered pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only in respect of a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) Borrowing submitted by the Borrower or a Designated Borrower shall be deemed to be a representation and warranty that the applicable conditions specified in Sections 4.02(a) and (b) this Section 4.02 have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower any Loan Party in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent and, if applicable, the Swing Line Lenders, shall have received a Request for Borrowing in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: 364 Day Bridge Credit Agreement (Vulcan Materials CO)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for make a Borrowing (other than the including its initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LoansBorrowing [and any Borrowing under an Incremental Facility]) is additionally subject to the satisfaction of the following conditions precedent:
(a) All conditions: the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements hereof; the representations and warranties of the Borrower contained set forth in Article V (except for the representations this Agreement and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Borrowing, exceptBorrowing (or, in each casethe case of any such representation or warranty expressly stated to have been made as of a specific date, to as of such specific date), and excluding, after the extent that such Closing Date, the representations and warranties specifically refer to an earlier dateset forth in [Section 3.05(b), in which case they shall be true Section 3.06) and correct as of such earlier date.
(b) No ]60 Section 3.10(b); and no Default shall exist, have occurred and be continuing or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing in accordance with the requirements hereof. Each Borrowing Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower hereunder and each Borrowing shall be deemed to be constitute a representation and warranty that by the conditions specified in Sections 4.02(a) and (b) have been satisfied Borrower on and as of the date of the applicable Borrowing.Borrowing as to the matters specified in clauses (b) and (c) above in this Section. AFFIRMATIVE COVENANTS61 Until the Commitments have expired or been terminated and all Obligations shall have been paid in full, the Borrower covenants and agrees with the Lenders that:
Appears in 1 contract
Sources: Credit Agreement
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate LIBOR Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Credit Parties contained in Article V or any other Loan Document, or which are contained in any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for to the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) extent that are any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall existexist on the date of such Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate LIBOR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Term Loan and Guaranty Agreement (Care Capital Properties, Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the or any representations and warranties of any Loan Party in other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.13 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
CONDITIONS TO ALL BORROWINGS. The Subject to Section 1.07, the obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Company contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowing, and all or any representations and warranties of the Borrower Company in any other Loan Document, or which are contained in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, exceptfor the purposes of Section 4.01(a)(vi), in each caseas of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (b) of Section 5.06 and Section 5.10 need only be true and correct on and as of the Closing Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofClosing Date).
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable BorrowingBorrowing or as of such earlier date, as applicable.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Credit Extension (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the occurrence of the Availability Date and the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article ARTICLE V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent provided that (x) if such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (y) 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, and provided further moreover that except for purposes of this Section 4.03, the representations and warranties contained in subsections 5.05(a) and 5.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections 6.01(a) and 6.01(b), respectively, of Section 6.01.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing Credit Extension in accordance with the requirements hereof. Each Request for Borrowing Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (FX Alliance Inc.)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Base Rate Loans to the other TypeTerm SOFR Loans, a conversion of Term SOFR Loans to Base Rate Loans, or a continuation of Eurodollar Term SOFR Loans or Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of (i) the Borrower Loan Parties contained in Article V (except for other than the representations and warranties contained in Sections 5.04(cSection 5.05(b) and 5.05 hereofSection 5.06(b)) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingor in any other Loan Document, and all representations and warranties of the Borrower contained or in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing, except, in each case, Borrowing (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a).
(b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof.
(d) In the case of a Term A-2 Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Term A-2 Lenders would make it impracticable for such Term A-2 Borrowing to be denominated in Euros.
(e) The administrative Agent shall have received a Funding Certificate in connection with such Borrowing. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Base Rate Loans to the other Type Term SOFR Loans, conversion of Term SOFR Loans to Base Rate Loans, or a continuation of Eurodollar Term SOFR Loans or Eurocurrency Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request request for a Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) under Article II is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (except for the i) with respect to representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by contain a materiality shall qualification, be true and correct on and as of the date of such Borrowing, Borrowing and all (ii) with respect to representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are do not qualified by contain a materiality shall qualification, be true and correct in all material respects on and as of the date of such Borrowing, exceptand except that for purposes of this Section 4.02, in each case, to the extent that such representations and warranties specifically contained in Sections 5.05(a) and (b) shall be deemed to refer to an earlier datethe most recent statements furnished pursuant to Sections 6.01(a) and (b), in which case they shall be true and correct as of such earlier daterespectively.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent Lender shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof.
(d) If such request for a Borrowing is a request for a Receivables Secured Revolving Loan, as of the date of such Borrowing and prior to the Lender honoring any such request, the Securities Secured Revolving Facility shall be fully utilized. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Sciquest Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All the representations and warranties of the Borrower and each other Loan Party contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date., (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01;
(b) No as of the date of such Borrowing, no Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.;
(c) The after giving effect to the proposed Borrowing of Term Loans, the Outstanding Amount will not exceed the Facility Amount at such time;
(d) the Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof; and
(e) the Administrative Agent shall have received a duly completed compliance certificate signed by the chief financial officer of the Parent, giving pro forma effect to the transactions to occur on the date of such Borrowing (including, without limitation, all proposed Borrowings to occur on such Date) and including in reasonable detail the calculations required to establish compliance with the covenants set forth in Sections 7.03 and 7.09 (whether or not such covenants are required to be tested pursuant to such sections). Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (bc) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other another Interest Rate Type, or a continuation of Fixed Period Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties any other Loan Document, and which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by any document furnished at any time under or in connection herewith or therewith, shall, after taking into account any materiality shall or other qualification contained therein, be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each casethat, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that, for purposes of this Section 4.03, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) Except in the case of Loans made on the Closing Date, the Administrative Agent shall have received a current Borrowing Base Report dated within three (3) Business Days prior to the drawdown date of such Loan or such more recent Borrowing Base Report as the Administrative Agent or any Lender shall reasonably request; provided, that, with respect to any Specified Financial Asset, in the event the Borrowers have not received an updated Value for such Specified Financial Asset from the Valuation Agents at least one (1) Business Day prior to the date such current Borrowing Base Report is required to be delivered in accordance with this clause (c), then such current Borrowing Base Report may include and be based on the Value most recently received from the Valuation Agents for such Specified Financial Asset.
(d) In the event that an asset to be purchased with the proceeds of a Borrowing made on the date of the Borrowing is to be included in the Collateral as of the date of the Borrowing, the Administrative Agent shall have received evidence reasonably satisfactory to it that the conditions referred to in clause(a) or clause (b) , as applicable, of Section 2.01 have been satisfied.
(e) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type another Interest Rate Type, or a continuation of Fixed Period Eurodollar Rate Loans) submitted by the Borrower Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b4.03(b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding from any Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the such Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively).
(b) No Default or Event of Default with respect to such Borrower shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than from the initial funding Borrower, whether on the Closing Effective Date or after the Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a1) All The representations and warranties of the Borrower contained in Article V VI (except for the representations other than in Section 6.05(c) and warranties Section 6.06) or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct on correct, in all material respects, on, and as of of, the date of such Borrowing, Borrowing (other than any representation and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) warranty that are not is expressly qualified by materiality materiality, in which case, such representation and warranty shall be true and correct in all material respects on and as of the date of such Borrowingrespects), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier datedate (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively).
(b2) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c3) The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from the Borrower in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(aeach of Section 5.02(a) and (bSection 5.02(b) have been satisfied on on, and as of of, the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Committed Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of (i) the Borrower Loan Parties contained in Article V (except for the representations and warranties contained or in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany other Loan Document, and all representations and warranties of the Borrower contained or in Article V (except for the representations and warranties contained any document furnished at any time under or in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing, except, in each case, Borrowing (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date) and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a).
(b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Committed Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Notice of Borrowing or Notice of Continuation/Conversion (other than the initial funding on the Closing Date, a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
(b) No In the case of any Notice of Borrowing, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Notice of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Request for Notice of Borrowing or Notice of Continuation/Conversion (other than a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a the conversion of Committed Loans from one Type to another or the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(cany document furnished by the Borrower to the Administrative Agent or the Lenders under or in connection with this Agreement (excluding, from and after the Investment Grade Date, the representation and warranty set forth in Section 5.06(c) and 5.05 hereof) that are qualified by materiality of this Agreement), shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02(a) the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.
(b) No Default shall exist, exist or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each the Lender to honor any Request request for a Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All the representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document required to be furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.;
(b) No no Default or Event of Default shall existexist on the date of such Borrowing, or would result from such proposed Borrowing or from the application of the proceeds thereof.;
(c) The Administrative Agent after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the aggregate Commitment at such time;
(d) the amount of such Borrowing shall not exceed the unused Commitment at such time (as such Commitment may be reduced pursuant to Section 2.4); and
(e) the Lender shall have received a Request for Borrowing Committed Loan Notice in accordance with the requirements hereof. Each Request request for a Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.2(a) and through (be) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Subordinated Revolving Credit Agreement (Vrio Corp.)
CONDITIONS TO ALL BORROWINGS. The obligation obligations of each the Lender to honor make any Request for Borrowing (other than Loan whether or not after the initial funding on the Closing Effective Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is shall also be subject to the following conditions precedentprecedent that on the date such Loan is made and after giving effect thereto:
(a) All Each of the representations and warranties of the Borrower contained in Article V (except for this Agreement, the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality Loan Documents or the Merger Agreement shall be true and correct on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowingwhich they were made and, except, in each case, except to the extent that such representations and warranties are specifically refer to an earlier date, made as of a particular date (in which case they such representations and warranties shall be true and correct as of such earlier date.), shall also be true and correct as of the date the Loan is made, except for any failure to be true and correct which has not resulted in, and would not be reasonably likely to result in, a Material Adverse Change, and no Default shall have occurred and be continuing;
(b) No Default Borrower shall existdeliver to the Lender a Loan Request, or would result from executed by the chief executive officer of Borrower, affirming compliance with the foregoing Section 3.2(a) as of such proposed Borrowing or from the application of the proceeds thereof.date;
(c) The Administrative Agent Merger Agreement shall not have received a Request for Borrowing been terminated;
(d) The Closing (as defined in accordance with the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion Merger Agreement) shall not have occurred, and the failure of Committed Loans the Closing to have occurred shall not be attributable to the other Type or a continuation failure of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that have satisfied the conditions specified to closing set forth in Sections 4.02(a5.1(a) and (b) have been satisfied on and as 5.2 of the date of Merger Agreement;
(e) The Lender shall not have the applicable Borrowingright (whether or not exercised) to terminate the Merger Agreement under Section 7.1(b) thereof; and
(f) The Borrower shall comply with all other requirements under this Agreement.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation obligations of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, Type or a continuation of Eurodollar Rate Loans) is are subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Loan Party (i) which are contained in Article V VI, any other Loan Document, such Loan Notice and the most recent Compliance Certificate delivered to Administrative Agent prior to the requested date for such Borrowing, or (except for the ii) which are contained in any other document furnished at any time under or in connection herewith or therewith that specifically states therein that such representations and warranties contained in Sections 5.04(c) are being made for the benefit of the Lenders and 5.05 hereof) that are qualified by materiality the Administrative Agent, shall be true and correct on (in the case of each representation and as of the date of such Borrowing, and all representations and warranties of the Borrower contained warranty described in Article V clause (except for the representations and warranties contained in Sections 5.04(ci) and 5.05 hereofor (ii) that are not qualified by materiality shall be true and correct immediately preceding) in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower and each other Credit Party contained in Article V (except for the representations and warranties VI or any other Credit Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b) No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereofBorrowing.
(c) There shall not have occurred a Bankruptcy Event with respect to any Credit Party.
(d) The Administrative Agent shall have received (i) a Request for Borrowing Loan Notice in accordance with the requirements hereof, and (ii) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and giving pro forma effect to the requested Borrowing.
(e) The Administrative Agent shall have approved in accordance with the provisions of Section 7.12 hereof all Approved Properties included in the calculation of the Borrowing Base in the Compliance Certificate delivered in connection with clause (d) above and have received all applicable deliverables required pursuant to Section 7.12 in connection therewith.
(f) Immediately after giving effect to the making of such Borrowing, the Outstanding Amount shall not exceed the lesser of (i) the Aggregate Revolving Commitments, and (ii) the Borrowing Base. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation representation, warranty and warranty covenant that the conditions specified in Sections 4.02(a5.02(a), (b), (c), (e) and (bf) have been or will be satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Wells Real Estate Investment Trust Ii Inc)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing a Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) ), is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower Borrowers contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (i) and (ii), respectively, of Section 6.01; provided that after the Effective Date the representations and warranties set forth in Section 5.05(b), Section 5.06 or Section 5.13 shall not be required to be true or correct as a condition precedent to any Borrowing.
(b) No Default shall then exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Notice of Borrowing or Notice of Continuation/Conversion (other than the initial funding on the Closing Date, a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) or to make the advance of the Term Loan is subject to the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the representations and warranties or any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be true and correct on and as of the date of such Borrowingany document furnished at any time under or in connection herewith or therewith, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.03, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
(b) No In the case of any Notice of Borrowing, no Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.
(c) The Administrative Agent shall have received a Request for Notice of Borrowing or Notice of Continuation/Conversion in accordance with the requirements hereof. Each Request for Notice of Borrowing or Notice of Continuation/Conversion (other than a Committed Loan Notice of Continuation/Conversion requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing.
Appears in 1 contract
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing Loan Notice (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the Closing Date having occurred and the following conditions precedent:
(a) All The representations and warranties of the Borrower contained in Article V (except for the or any representations and warranties of the Borrower in any other Loan Document, or which are contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such BorrowingBorrowing (or, and all representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are not qualified by materiality shall be true and correct in all material respects on and purposes of Section 4.01(vi), as of the date of such BorrowingEffective Date), except, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.03, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (ii) the representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Effective Date.
(b) No Default shall exist, or would result from such proposed Borrowing or (or, for the purposes of Section 4.01(a)(vi), from the application occurrence of the proceeds thereofEffective Date).
(c) The Administrative Agent shall have received a Request for Borrowing Loan Notice in accordance with the requirements hereof. Each Request for Borrowing Loan Notice (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied on and as of the date of the applicable Borrowing. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date, or Closing Date (as applicable pursuant to this Article IV), specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
CONDITIONS TO ALL BORROWINGS. The obligation of each Lender to honor any Request for Borrowing (other than the initial funding on the Closing Date, a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) All The Lenders shall not be obliged to make or allow the first Drawdown unless each of the representations and warranties of the Borrower contained in Article V (except for the representations and warranties contained in Sections 5.04(c) and 5.05 hereof) that are qualified by materiality shall be Section 10.1 is true and correct as of the date such Drawdown is requested and as of the proposed Drawdown Date as though made on and as of such date.
(b) The Lender shall not be obliged to make or allow any subsequent Drawdown unless each of the date of such Borrowing, and all representations and warranties of the Borrower contained in Article V Xxxxxxx 00.0(x), (except for the representations and warranties contained in Sections 5.04(cx), (x), (x), (x), (x), (x), (x), (x), (x), (x)(x) and 5.05 hereof(r) that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Borrowing, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be is true and correct as of the date such earlier date.
(b) No Default shall exist, or would result from such proposed Borrowing or from the application Drawdown is requested and as of the proceeds thereofproposed Drawdown Date as though made on and as of each such date.
(c) The Administrative Agent Lenders shall not be obliged to make or allow any Borrowing, including the first Drawdown, under any Credit Facility unless:
(i) no Default or Event of Default has occurred that is continuing on the date such Borrowing is requested or on the proposed Borrowing Date, nor would any Default or Event of Default result after giving effect to the requested Borrowing; and
(ii) each of the terms and conditions applicable to such Borrowing contained in this Agreement shall have received a Request for Borrowing in accordance with been fully complied with.
(d) The Borrower will, upon request by the requirements hereof. Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans Administration Agent, deliver to the other Type Administration Agent a Certificate confirming those matters described in Section 9.2(a) or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on ), as applicable, and as of the date of the applicable BorrowingSection 9.2(c).
Appears in 1 contract
Sources: Credit Agreement (Kinder Morgan Inc)