Additional Closing Documents and Actions Sample Clauses
Additional Closing Documents and Actions. The Administrative Agent shall have received the following, in form and substance satisfactory to it: a certificate of a Responsible Officer of Holdings and the Company, stating that (i) the representations and warranties contained in Section 4 of this Waiver are true and correct on and as of the Effective Date, and (ii) on and as of the Effective Date, no Default shall have occurred and be continuing other than the Specified Defaults.
Additional Closing Documents and Actions. The Agent shall have received, in form and substance satisfactory to it, a certificate of a Responsible Officer of the Borrower dated the Effective Date, stating that (A) the representations and warranties contained in Section 4 hereof are true and correct on and as of the Effective Date, and (B) on and as of the Effective Date, after and giving effect to the amendment of the Credit Agreement contemplated hereby, no Default shall have occurred and be continuing.
Additional Closing Documents and Actions. The Administrative Agent shall have received the following, in form and substance reasonably satisfactory to it and the Lenders:
(i) certificates of insurance and endorsements, naming the Collateral Agent as loss payee and additional insured, in respect of the insurance policies (other than business interruption insurance, workers’ compensation insurance and any directors and officers insurance) required under this Agreement and the Collateral Documents;
(ii) a certificate of a Responsible Officer of each Borrower, dated the date of the initial Borrowing, certifying that: (A) attached thereto is evidence that all authorizations or approvals of any Governmental Authority and approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents have been obtained (if any); (B) the representations and warranties contained in Article VIII and in the other Loan Documents are true and correct in all respects (with respect to representations and warranties that are qualified by materiality or Material Adverse Effect) or in all material respects (with respect to representations and warranties that are not so qualified) on and as of the date of such certificate as though made on and as of such date, and (C) on and as of the date of such Borrowing, no Default shall have occurred and be continuing or shall result from such Borrowing;
(iii) copies of the financial statements referred to in Section 8.15(a);
(iv) certificates as to good standing from the Secretary of State of (A) each Credit Party’s jurisdiction of organization, (B) the jurisdiction in which the chief executive office or principal place of business of each Credit Party is situated (if different from its jurisdiction of organization), and (C) each other jurisdiction in which the failure of any Credit Party to be in good standing would result in a Material Adverse Effect, each dated as of a recent date prior to the date hereof and prior to the date of the initial Borrowing; and
(v) a certificate of the Secretary or Assistant Secretary (or, if no such officer has been appointed, another officer) of each Credit Party, dated the date hereof, and a certificate of the Secretary or Assistant Secretary of each Credit Party, dated the date of such initial Borrowing, certifying (A) copies of the Organization Documents of such Credit Party, (B) the resolutions of the Board of Directors of such Credit Party authorizing the execution, delivery and perform...
Additional Closing Documents and Actions. Lender shall have received the following, in form and substance satisfactory to it:
(i) evidence that all (A) authorizations or approvals of any Governmental Authority, and (B) approvals or consents of any other Person, required in connection with the execution, delivery and performance of this Amendment shall have been obtained;
(ii) a certificate of a senior officer of Borrower, stating that (A) the representations and warranties contained in Section 5 are true and correct on and as of the date of such certificate as though made on and as of the Effective Date and (B) on and as of the Effective Date, after and giving effect to the amendment of the Credit Agreement contemplated hereby, no Default shall have occurred and be continuing; and
(iii) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Effective Date, certifying (A) copies of the Certificate of Incorporation of Borrower, (B) copies of the Bylaws of Borrower, (C) copies of the resolutions of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Amendment and (D) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver this Amendment;
Additional Closing Documents and Actions. Agent shall have received ---------------------------------------- the following, in form and substance satisfactory to it:
(i) evidence of completion to the satisfaction of Agent of such investigations, reviews and audits with respect to Borrower and the Guarantors and their respective operations as Agent may deem appropriate;
(ii) evidence that all (A) authorizations or approvals of any Governmental Authority and (B) approvals or consents of any other Person, required in connection with the Capitalization Transactions or the execution, delivery and performance of the Capitalization Transactions Documents or the Loan Documents shall have been obtained;
(iii) the financial statements referred to in Section 3.5 hereof; -----------
(iv) copies of all shareholders agreements or voting agreements entered into among the shareholders of Borrower;
(v) a certificate of Borrower, dated the Closing Date, stating that (1) the representations and warranties of Borrower and the other Loan Parties contained in Article III hereof and in the other Loan Documents are true and correct in all material respects on and as of the date of such certificate as though made on and as of such date, (2) on and as of the Closing Date, no Default shall have occurred and be continuing or shall result from the initial borrowing, and (C) each of the conditions precedent to consummation of the Capitalization Transactions contained in the Capitalization Transactions Documents have been fulfilled as of the date thereof;
Additional Closing Documents and Actions. The Bank shall have received the following, in form and substance satisfactory to it:
(i) a payoff letter from Silicon Valley Bank to Borrower, confirming, to the extent applicable: (i) the amounts due under the Existing Credit have been paid in full; and (ii) that upon payment of such amounts, the Existing Credit shall terminate on the Closing Date;
(ii) evidence of completion to the satisfaction of the Bank of such investigations, reviews and audits with respect to the Borrower and its operations as the Bank may deem appropriate;
(iii) evidence that all insurance required under this Agreement and the Collateral Documents is in full force and effect, together with copies of certificates of insurance and all endorsements thereto required under this Agreement and the Collateral Documents;
(iv) evidence that all (A) authorizations or approvals of any Governmental Authority and (B) approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained;
(v) the unaudited balance sheet of the Borrower as at June 30, 1997, and the related statements of income and cash flows, for the quarter then ended; and
(vi) a completed Compliance Certificate, dated the Closing Date, as of the end of the immediately preceding fiscal quarter.
Additional Closing Documents and Actions. The Bank shall have received the following, in form and substance satisfactory to it:
Additional Closing Documents and Actions. The Agent shall have received the following, in form and substance satisfactory to it:
(i) evidence that all (A) authorizations or approvals of any Governmental Authority, and (B) approvals or consents of any other Person, required in connection with the Amended and Restated Guaranty or the execution, delivery and performance of this Amendment shall have been obtained;
(ii) a certificate of a Responsible Officer of the Borrower, stating that (A) the representations and warranties contained in Section 4 are true and correct on and as of the date of such certificate as though made on and as of the Effective Date, and (B) on and as of the Effective Date, after and giving effect to the amendment of the Agreement contemplated hereby,
3. 4 (1) no Default shall have occurred and be continuing, and (2) there has been no material adverse change in the financial condition of the Borrower from that set forth in the financial statements as of December 31, 1995; and
(iii) a certificate of a Responsible Officer of the Guarantor, stating that (A) the representations and warranties contained in Section 10 of the Amended and Restated Guaranty are true and correct on and as of the Effective Date as though made on and as of such date, (B) no "Event of Default" (as defined in the Guaranty) exists or would result from the execution, delivery and performance of the Amended and Restated Guaranty, and (C) there has been no Material Adverse Effect as to the Guarantor and its Subsidiaries since December 31, 1995.
Additional Closing Documents and Actions. The Agent shall have received a certificate of a Responsible Officer of Holdings dated the Effective Date, stating that (A) the representations and warranties contained in Section 5 hereof are true and correct on and as of the Effective Date, and (B) on and as of the Effective Date, after giving effect to the amendment of the Credit Agreement contemplated hereby and the borrowing of the Additional Term Loans, no Default shall have occurred and be continuing.
Additional Closing Documents and Actions. Escrow Agent shall have delivered to each Creditor a copy of the following, executed by each of the parties thereto:
(1) the Rent Deferral Agreement;
(2) the Credit Enhancement Agreement;
(3) the Confidentiality Agreement;
(4) the New LLC Management Agreement;
(5) the NGP Side Letter;
(6) a certificate from the Secretary or Assistant Secretary of Company certifying as of the Effective Date (A) copies of the resolutions of the board of directors of Company authorizing the execution, delivery and performance of this Agreement and the other Restructure Documents to which Company is a party, and (B) the names, titles and true signatures of each officer of Company authorized to execute and deliver this Agreement and the other Restructure Documents to which Company is a party; and
(7) all other documentation and instruments which are deemed by such Creditor, in its sole and absolute discretion, to be necessary in connection with or to effectuate the terms and intent of this Agreement.