Condition Precedent to Effectiveness. This Second Amendment shall become effective on the date that each of the following conditions precedent is satisfied or waived in accordance with Section 8.3 of the Credit Agreement (such date, the “Second Amendment Effective Date”): (a) The Administrative Agent shall have received counterparts of this Second Amendment executed by the Required Lenders and the Borrower. (b) The Administrative Agent shall have received (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Loan Party authorizing the execution, delivery and performance of this Second Amendment, certified as of the Second Amendment Effective Date by an Authorized Officer of such Loan Party, (ii) a certificate of an Authorized Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Loan Party hereunder, (iii) the articles or certificate of incorporation or equivalent document of each Loan Party as in effect on the Second Amendment Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date, (iv) the by-laws or equivalent document of each Loan Party as in effect on the Second Amendment Effective Date, certified by an Authorized Officer of such Loan Party as of the Second Amendment Effective Date and (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Loan Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date. (c) The Administrative Agent shall have been paid all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable attorney’s fees and legal expenses of the Administrative Agent in accordance with 6(i) below) incurred in connection with this Second Amendment or otherwise required to be paid under the Credit Agreement, to the extent invoiced to the Borrower no later than two Business Days prior to the Second Amendment Effective Date. (d) The Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower, dated as of the Second Amendment Effective Date, certifying that each of the conditions precedent specified in clauses (e) and (g) of this Section 3 have been satisfied. (e) The representations and warranties contained in Section 5 hereof are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the Second Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the Second Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (f) Each consenting Lender shall have been paid their respective Consent Fee. (g) No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date. (h) The Administrative Agent shall have received a written opinion of Faegre Drinker Xxxxxx & Xxxxx LLP, in form and substance acceptable to the Administrative Agent, addressed to the Administrative Agent and the Lender.
Appears in 1 contract
Samples: Credit Agreement (Radian Group Inc)
Condition Precedent to Effectiveness. This Second Amendment shall become effective on the date that each of the following conditions precedent is satisfied or waived in accordance with Section 8.3 10.01 of the Credit Agreement (such date, the “Second Amendment Effective Date”):).
(a) The Administrative Agent shall have received each of the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) counterparts of this Second Amendment executed by the Credit Parties, sufficient Lenders constituting Required Lenders and the Borrower.
(b) The Administrative Agent, in sufficient number as the Administrative Agent shall have received request on behalf of the Lenders;
(iii) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Loan Credit Party authorizing the execution, delivery and performance of this Second Amendment, certified as of the Second Amendment Effective Date by an Authorized a Responsible Officer of such Loan Credit Party, (ii) a certificate of an Authorized Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Loan Party hereunder, ;
(iii) the articles or certificate of incorporation or equivalent document of each Loan Credit Party as in effect on the Second Amendment Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date, ;
(iv) the by-laws or equivalent document of each Loan Credit Party as in effect on the Second Amendment Effective Date, certified by an Authorized a Responsible Officer of such Loan Credit Party as of the Second Amendment Effective Date and Date;
(v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Loan Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date;
(vi) a certificate of compliance for each Insurance Subsidiary from the applicable Department as of a recent date; and
(vii) written opinions, reasonably acceptable to the Administrative Agent in form and substance, (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Credit Parties.
(b) The Administrative Agent shall have received, for the account of each Lender that has consented to this Second Amendment by delivering a counterpart to this Second Amendment executed by it on or prior to the Second Amendment Effective Date, an amendment fee for each such Lender in an amount equal to 0.125% of the principal amount of outstanding Revolving Commitments of such Lender (as of the Second Amendment Effective Date).
(c) The Administrative Agent shall have been paid all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable attorney’s fees and legal expenses Attorney Costs of the Administrative Agent in accordance with 6(i) belowAgent) incurred in connection with this Second Amendment or otherwise required to be paid under the Credit Agreement, to the extent invoiced to the Borrower no later than two Business Days prior to the Second Amendment Effective Date.
(d) The Administrative Agent shall have received a certificate signed by an Authorized a Responsible Officer of the Borrower, dated as of the Second Amendment Effective Date, Date certifying that each of the conditions precedent specified in clauses (e), (f) and (g) of this Section 3 have been satisfied.
(e) The All governmental and regulatory authorizations and third party approvals necessary in connection with (i) the financing contemplated hereby and (ii) the continuing operation of the Credit Parties and their Subsidiaries, in each case, shall have been obtained and be in full force and effect; except, with respect to clause (ii) only, where failure to obtain such authorizations or approvals would not have a Material Adverse Effect.
(f) All of the representations and warranties contained in Section 5 4 hereof are (x) with respect to any representations or warranties that contain a materiality qualifier, shall be true and correct in all material respects as of on the Second Amendment Effective DateDate to the same extent as though made on and as of that date, except to the extent any such representation or warranty is stated to representations and warranties specifically relate solely to an earlier date, in which case such representation or warranty shall have been true representations and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the Second Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
(f) Each consenting Lender ; provided that, in each case, such materiality qualifier shall have been paid their respective Consent Feenot be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.
(g) No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date.
(h) . The Administrative Agent shall have received a written opinion of Faegre Drinker Xxxxxx & Xxxxx LLP, in form and substance acceptable to notify the Administrative Agent, addressed to the Administrative Agent Borrower and the LenderLenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Condition Precedent to Effectiveness. (a) This Second First Amendment shall become effective on the date that each of the following conditions precedent is satisfied or waived in accordance with Section 8.3 of the Credit Agreement (such date, the “Second First Amendment Effective Date”):
(ab) The Administrative Agent shall have received counterparts of this Second First Amendment executed by the Required Lenders and the Borrower.
(bc) The Administrative Agent shall have received (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Loan Party authorizing the execution, delivery and performance of this Second First Amendment, certified as of the Second First Amendment Effective Date by an Authorized Officer of such Loan Party, (ii) a certificate of an Authorized Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Loan Party hereunder, (iii) the articles or certificate of incorporation or equivalent document of each Loan Party as in effect on the Second First Amendment Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date, (iv) the by-laws or equivalent document of each Loan Party as in effect on the Second First Amendment Effective Date, certified by an Authorized Officer of such Loan Party as of the Second First Amendment Effective Date and (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Loan Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date.
(cd) The Administrative Agent shall have been paid all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable attorney’s fees and legal expenses of the Administrative Agent in accordance with 6(i) below) incurred in connection with this Second First Amendment or otherwise required to be paid under the Credit Agreement, to the extent invoiced to the Borrower no later than two Business Days prior to the Second First Amendment Effective Date.
(de) The Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower, dated as of the Second First Amendment Effective Date, certifying that each of the conditions precedent specified in clauses (e) and (g) of this Section 3 have been satisfied.
(ef) The representations and warranties contained in Section 5 hereof are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the Second First Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the Second First Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
(fg) Each consenting Lender shall have been paid their respective Consent Fee.
(gh) No Default or Event of Default shall have occurred and be continuing on the Second First Amendment Effective Date.
(h) The Administrative Agent shall have received a written opinion of Faegre Drinker Xxxxxx & Xxxxx LLP, in form and substance acceptable to the Administrative Agent, addressed to the Administrative Agent and the Lender.
Appears in 1 contract
Samples: Credit Agreement (Radian Group Inc)
Condition Precedent to Effectiveness. This Second Amendment Agreement shall become effective on the first date that on which each of the following conditions precedent is satisfied (or waived in accordance with Section 8.3 of the Credit Agreement (such date, the “Second Amendment Effective Date”9.01):
(a) The Administrative Agent (or its counsel) shall have received counterparts the following:
(i) from each party hereto either (a) a counterpart of this Second Amendment executed Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement;
(ii) a certificate of the Secretary, Assistant Secretary or other authorized officer of the Borrower, dated the Effective Date, (A) certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and any other documents to be delivered by the Required Lenders Borrower hereunder, (B) attaching and certifying the correctness and completeness of the copies of the Borrower.’s Certificate of Incorporation and Bylaws, (C) attaching and certifying the correctness and completeness of copies of the resolutions of the Board of Directors or similar governing body of the Borrower, approving the execution, delivery and performance of this Agreement and (D) attaching a good standing certificate of the Borrower from the state of its organization, dated a recent date prior to the Effective Date; and 44
(iii) legal opinions of (A) Xxxxx Xxxxx, Deputy General Counsel of HPE, dated the Effective Date, substantially in the form of Exhibit F-1 hereto and (B) Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Borrower, dated the Effective Date, substantially in the form of Exhibit F-2 hereto; and
(b) The Administrative Agent shall have received (i) copies of all fees and other amounts previously agreed in writing by the resolutions of Arrangers and the board of directors, authorized subcommittee thereof, or other equivalent body of each Loan Party authorizing the execution, delivery and performance of this Second Amendment, certified as of the Second Amendment Effective Date by an Authorized Officer of such Loan Party, (ii) a certificate of an Authorized Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents Borrower to be delivered by such Loan Party hereunder, (iii) the articles due and payable on or certificate of incorporation or equivalent document of each Loan Party as in effect on the Second Amendment Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date, (iv) the by-laws or equivalent document of each Loan Party as in effect on the Second Amendment Effective Date, certified by an Authorized Officer of such Loan Party as of the Second Amendment Effective Date and (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Loan Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date.
(c) The Administrative Agent shall have been paid all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable attorney’s fees and legal expenses of the Administrative Agent in accordance with 6(i) below) incurred in connection with this Second Amendment or otherwise required to be paid under the Credit Agreement, to the extent invoiced to the Borrower no later than two Business Days prior to the Second Amendment Effective DateDate under the Fee Letters.
(d) The Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower, dated as of the Second Amendment Effective Date, certifying that each of the conditions precedent specified in clauses (e) and (g) of this Section 3 have been satisfied.
(e) The representations and warranties contained in Section 5 hereof are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the Second Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the Second Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
(f) Each consenting Lender shall have been paid their respective Consent Fee.
(g) No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date.
(h) The Administrative Agent shall have received a written opinion of Faegre Drinker Xxxxxx & Xxxxx LLP, in form and substance acceptable to the Administrative Agent, addressed to the Administrative Agent and the Lender.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Hewlett Packard Enterprise Co)
Condition Precedent to Effectiveness. This Second Amendment Agreement shall become effective on the first date that on which each of the following conditions precedent is satisfied (or waived in accordance with Section 8.3 of the Credit Agreement (such date, the “Second Amendment Effective Date”9.01):
(a) The Administrative Agent (or its counsel) shall have received counterparts the following:
(i) from each party hereto either (a) a counterpart of this Second Amendment executed by the Required Lenders and the Borrower.
Agreement signed on behalf of such party or (b) The written evidence satisfactory to the Administrative Agent shall have received (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, which may include facsimile or other equivalent body electronic transmission of each Loan Party authorizing the execution, delivery and performance a signed counterpart of this Second Amendment, certified as Agreement) that such party has signed a counterpart of the Second Amendment Effective Date by an Authorized Officer of such Loan Party, this Agreement;
(ii) a certificate of an Authorized Officer the Secretary, Assistant Secretary or other authorized officer of each Loan Party the Borrower, dated the Effective Date, (A) certifying the names and true signatures of the officers of such Loan Party the Borrower authorized to execute, deliver and perform, as applicable, sign this Agreement and all any other Loan Documents documents to be delivered by such Loan Party the Borrower hereunder, (iiiB) attaching and certifying the articles correctness and completeness of the copies of the Borrower’s Certificate of Incorporation and Bylaws, (C) attaching and certifying the correctness and completeness of copies of the resolutions of the Board of Directors or similar governing body of the Borrower, approving the execution, delivery and performance of this Agreement and (D) attaching a good standing certificate of incorporation or equivalent document of each Loan Party as in effect on the Second Amendment Effective Date, certified by Borrower from the Secretary of State (or similar, applicable Governmental Authority) state of its state of incorporation or organization as of organization, dated a recent date, (iv) the by-laws or equivalent document of each Loan Party as in effect on the Second Amendment Effective Date, certified by an Authorized Officer of such Loan Party as of the Second Amendment Effective Date and (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Loan Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date.
(c) The Administrative Agent shall have been paid all reasonable and documented costs and out-of-pocket expenses (including, without limitation, reasonable attorney’s fees and legal expenses of the Administrative Agent in accordance with 6(i) below) incurred in connection with this Second Amendment or otherwise required to be paid under the Credit Agreement, to the extent invoiced to the Borrower no later than two Business Days date prior to the Second Amendment Effective Date.;
(diii) The Administrative Agent shall have received a certificate signed by an Authorized Officer legal opinion of Xxxxxxx X. Xxxxxxxxx, Xx., Executive Vice President, General Counsel and Secretary of the Borrower, dated as of the Second Amendment Effective Date, certifying that each substantially in the form of Exhibit F hereto;
(iv) a certificate of an authorized officer of the conditions precedent specified in clauses Borrower, dated the Effective Date, stating that (eA) and (g) of this Section 3 have been satisfied.
(e) The the representations and warranties of the Borrower contained in Article IV (other than the representations set forth in Section 5 hereof 4.01(o) and Section 4.01(p)) are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the Second Amendment Effective Date, as though made on and as of such date, except to the extent that any such representation or warranty is stated to relate solely expressly relates only to an earlier date, in which case such representation or warranty shall have been true and it was correct in all material respects on (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date and (yB) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as no Potential Event of the Second Amendment Effective Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
(f) Each consenting Lender shall have been paid their respective Consent Fee.
(g) No Default or Event of Default shall have occurred exists on and be continuing on as of the Second Amendment Effective Date.; and
(hv) The no later than three Business Days in advance of the Effective Date, (x) all documentation and other information reasonably requested with respect to the Borrower in writing by any Lender at least ten Business Days in advance of the Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (y) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification. Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 3.01, 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 thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a written opinion of Faegre Drinker Xxxxxx & Xxxxx LLP, in form and substance acceptable notice from such Lender prior to the Administrative Agent, addressed to the Administrative Agent and the Lenderproposed Effective Date specifying its objection thereto.
Appears in 1 contract
