Certain Other Documents. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Certain Other Documents. The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to each Agent and each Lender and each of their respective counsel, duly executed by each party thereto, and in sufficient copies as requested by each of them:
(i) a copy of the Consent Agreement, duly executed by the relevant Borrower and the Administrative Agent;
(ii) the initial Forecast;
(iii) the Company Net Indebtedness Statement and statements of maximum currency balances referred to in Section 5.2(a)(i);
(iv) the TS Net Indebtedness Statement;
(v) the Aggregate L/C Exposure Statement;
(vi) the Pro Forma Balance Sheet and the other financial and other information referred to in Section 3.1 or 5.2;
(vii) a solvency certificate of the chief financial officer of each of Trico Supply, Trico Shipping, Trico Supply (UK) Limited, Albyn Marine Limited and TMIH substantially in the form of Exhibit T;
(viii) a certificate of each Credit Party, dated the Closing Date, substantially in the form of Exhibit U, with appropriate insertions and attachments including among other things for such Credit Party (A) certification as to satisfaction of the conditions set forth in Section 4.2 and as to the incumbency of officers, (B) authorizing resolutions (for, as applicable, commencing the Cases, and entering into the Credit Documents, incurring the Indebtedness and granting the Liens contemplated thereby and consummating the transactions contemplated thereby, and for such other matters as the Majority Lenders or the Administrative Agent, in their or its discretion, may request), (C) by-laws or Trico Marine DIP Credit Agreement analogous documents, and (D) the certificate of incorporation or formation of each Credit Party certified by the relevant authority of the jurisdiction of organization of such Credit Party and a long form or comparable good standing certificate for each Credit Party from its jurisdiction of organization;
(ix) a favorable opinion of (A) Xxxxxxxx & Xxxxx, counsel to the Credit Parties, in substantially the form of Exhibit V-1, (B) Jones, Walker, Xxxxxxxx, Poitevent, Xxxxxxx & Xxxxxxx, L.L.P, maritime and Louisiana counsel to the Credit Parties, in substantially the form of Exhibit V-2, (C) Xxxxx & Xxxxxxx, Cayman Islands counsel to Trico Marine International Limited, in substantially the form of Exhibit V-3, (D) Aluko & Xxxxxxx, Nige...
Certain Other Documents. The Agent shall have received copies of ----------------------- the financial information described in Section 4.04 hereof, certified as specified therein.
Certain Other Documents. Agent shall have received true and complete copies of (i) the Subordinated Note dated October 26, 1993, executed by Richton in favor of Xxxxxxxx, in the principal amount of $1,181,250, (ii) the Subordinated Note dated March 29, 1995, executed by Richton in favor of Xxxxxxxx, in the principal amount of $1,000,000, and (iii) all other documents relating thereto as may be reasonably requested by Agent.
Certain Other Documents. Landlord shall provide Tenant with a construction schedule (and all amendments thereto) for the Tenant Improvements.
Certain Other Documents. Each of the Participants (or respective counsel for each such party) shall have received a fully executed counterpart of the Intercreditor Agreement, duly authorized, executed and delivered by each of the parties thereto. Each of the Debt Participants (or respective counsel for each such party) shall have received a fully executed counterpart of the Debt Participants’ Indemnity Agreement, duly authorized, executed and delivered by each of the parties thereto. The Lessee (or its counsel) shall have received a fully executed counterpart of the Lessee Indemnity Agreement and the WDC Confirmation Letter, each duly authorized, executed and delivered by each of the parties thereto.
Certain Other Documents. OPIC shall have received a fully and duly executed original copy of such other certificates, letters of opinion, agreements and documents, in form and substance reasonably satisfactory to OPIC, as it may reasonably request.
Certain Other Documents. Within 30 days of the Conversion (or such longer period as the Administrative Agent may agree in its reasonable discretion), and in any case together with the pledge confirmation pursuant to Section 4.1 above, the partnership interest pledge agreement pursuant to Section 4.2 above and the deed of pledge of shares pursuant to Section 4.3 above, the Borrower shall deliver each of the following, in form and substance reasonably satisfactory to the Administrative Agent:
(a) resolutions of the sole shareholder of RS Spain and resolutions of the board of directors of EBV and RS Spain approving, inter alia, the terms of, the performance under, and the transactions contemplated by the pledge confirmation pursuant to Section 4.1 above;
(b) resolutions of the sole shareholder of RS Spain and Dutch Merger Sub and resolutions of the board of directors of EBV, RS Spain and Dutch Merger Sub approving, inter alia, the terms of, the performance under, and the transactions contemplated by the partnership pledge agreement pursuant to Section 4.2 above;
(c) resolutions of the sole shareholder of Dutch Merger Sub and resolutions of the board of directors of Dutch Merger Sub and EBV approving, inter alia, the terms of, the performance under, and the transactions contemplated by the pledge of shares pursuant to Section 4.3 above; and
(d) an executed legal opinion of CMS Xxxxxx Xxxxx Partnerschaft von Rechtsanwälten und Steuerberatern mbB, counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
Certain Other Documents. The Option Agreement shall be in full force and effect.
Certain Other Documents. The Company shall have executed and delivered to the Trustee, with a copy to you, the following:
(i) Assignment of Drilling Contract;
(ii) appropriate Financing Statements and other filing and recording documents as necessary to properly perfect the liens and security interests evidenced by the Trust Indenture and the Assignment of Drilling Contract;
(iii) the Performance Bond together with the executed Schedule A attached thereto (the Sureties shall be rated at least AA by Standard and Poor s Ratings Services, a division of The McGraw Hill Companies, Inc. and no lower than Aa2 by Moody s Investors Service, Inc.);
(iv) all other Pxxxxxt Documents to which the Company is a party; and
(v) a copy of the Refundment Guarantee.
