Conditions of Closing and Initial Credit Extension. The effectiveness of this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder are subject to satisfaction of the following conditions precedent: (a) Unless waived by all the Lenders, the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of (A) this Agreement and (B) the Guaranty; (ii) Committed Loan Notes executed by the Borrowers in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender’s Commitment; (iii) Swing Line Loan Notes executed by the Borrowers in favor of the Swing Line Lender in the principal amount of the Swing Line Loan Commitment; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party and authorizing the execution, delivery and performance by such Loan Party of the Loan Documents to which such Loan Party is a party; (v) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of formation (to the extent applicable in such jurisdiction), including certified copies of each Loan Party’s Organization Documents and certificate of good standing (if applicable) and tax clearance certificates; (vi) a certificate signed by a Responsible Officer of each Borrower (A) certifying (i) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (ii) that there has been no event or circumstance since the date of the Audited Financial Statements which has or could be reasonably expected to have a Material Adverse Effect and (B) attaching a copy of the Revolving Subordinated Note certified by a Responsible Officer of Anixter as true and complete, together with all schedules and exhibits thereto; (vii) opinion(s) of counsel to each Loan Party addressed to the Administrative Agent and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall reasonably request; and (viii) such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require. (b) Each of the Borrowers and each of the Guarantors shall have provided to the Administrative Agent and the Joint Lead Arrangers the documentation and other information requested in order to comply with requirements of the PATRIOT Act. (c) All existing Indebtedness (including all Indebtedness under the Existing Credit Agreement) of the Borrowers, other than the Existing Letters of Credit and any Existing Indebtedness, shall be repaid in full (and all commitments in respect thereof shall be terminated, all guaranties made in connection therewith shall be released), and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release. (d) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, (i) the fees to be paid pursuant to Section 2.11(b) to the Administrative Agent, the Joint Lead Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder and (ii) all fees, charges and disbursements of outside counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent)). Without limiting the generality of the provisions or the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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Samples: Incremental Facility Agreement (Anixter International Inc), Five Year Revolving Credit Agreement (Anixter International Inc)
Conditions of Closing and Initial Credit Extension. The effectiveness of this Agreement and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder are is subject to the satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders, the The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of such Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Dateunless otherwise specified) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of (A) this Agreement and (B) the GuarantyGuarantee Agreement, in such number as may be requested by counsel to the Administrative Agent;
(ii) Committed Loan Notes for each Lender so requesting, (A) a Revolving Note executed by the Borrowers Borrower in favor of each such Lender requesting and (B) a Swing Line Note executed by the Borrower in favor of such a Note, each in a principal amount equal to such Swing Line Lender’s Commitment;
(iii) Swing Line Loan Notes executed by the Borrowers in favor a certificate of the Swing Line Lender in the principal amount a Responsible Officer of the Swing Line Loan Commitment;
(ivA) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (or of the general partner of such Loan Party) certifying as to the Administrative Agent may require to establish incumbency and genuineness of the identities of and verify the authority and capacity signature of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with of such Loan Party (or the general partner of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors, or other governing body, as applicable, of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance by such Loan Party of this Agreement and the other Loan Documents to which such Loan Party it is a partyparty and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of (1) the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization and (2) the limited liability company agreement of the Parent as in effect on the Closing Date;
(viv) certificates as of a recent date setting forth the good standing of each Loan Party under the Laws of (A) its jurisdiction of organization and (B) each other jurisdiction in which the failure to be qualified to do business in such evidence jurisdiction would reasonably be expected to have a Material Adverse Effect;
(A) an opinion of Xxxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the transactions contemplated herein as the Administrative Agent or its counsel may reasonably require to verify that each Loan Party is duly organized or formedrequest, validly existing and in good standing under the laws of its jurisdiction of formation (to the extent applicable in such jurisdictionwhich opinion shall permit reliance thereon by assignees permitted by Section 10.07(b), including certified copies of each Loan Party’s Organization Documents and certificate of good standing (if applicable) and tax clearance certificatessubject to customary conditions;
(vi) a certificate signed by of a Responsible Officer of each Borrower the Borrower, certifying (A) certifying that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (ior, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date, (B) that no Default exists or would result from the conditions specified in Sections 4.02(aexecution of this Agreement, (C) and (b) have been satisfied and (ii) that since December 31, 2014, there has been no not occurred any event or circumstance since the date of the Audited Financial Statements which condition that has had or could would be reasonably expected expected, either individually or in the aggregate, to have a Material Adverse Effect and (BD) attaching a copy of as to the Revolving Subordinated Note certified by a Responsible Officer of Anixter as true and complete, together with all schedules and exhibits theretomatters set forth in Section 4.02;
(vii) opinion(sa certificate signed by the chief financial officer of the General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Parent, on behalf of the Parent, certifying that on and as of the Closing Date, after giving effect to the Transactions, the Parent and its Subsidiaries are Solvent on a consolidated basis;
(viii) of counsel to UCC search certificates in each Loan Party addressed to jurisdiction reasonably requested by the Administrative Agent or its counsel, in each case reflecting no Liens on the property of the Parent and its Subsidiaries other than Liens permitted pursuant to Section 7.01;
(ix) the Initial Financial Statements and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall reasonably request; andPro Forma Financial Statements.
(viiix) such other assurances, certificates, documents documents, consents or consents opinions as the Administrative Agent Agent, the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably may require.; and
(b) Each The Parent shall have received all material governmental, partner and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Borrowers Administrative Agent) in connection with the Transactions and each the other transactions contemplated hereby, and such consents and approvals shall be in full force and effect and all applicable waiting periods and appeal periods shall have expired.
(c) There shall not have occurred any event, change, occurrence or circumstance since December 31, 2014 that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
(d) The IPO shall have been consummated in accordance with the Registration Statement as in effect on the Closing Date in all material respects, without any amendment, supplement or modification thereto that is materially adverse to the interest of the Guarantors Lenders, and shall have resulted in the Parent receiving gross cash proceeds of at least $225,000,000.
(e) Any fees and expenses (including Attorney Costs) required to be paid in connection with the Loan Documents and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid.
(f) The Borrower shall have provided to the Administrative Agent and the Joint Lead Arrangers Lenders evidence that the Parent and its Subsidiaries are carrying the insurance required to be maintained under Section 6.03(b).
(g) After giving effect to the Transactions on the Closing Date, neither the Parent nor any of its Subsidiaries shall have any material Debt for borrowed money other than Debt under this Agreement.
(h) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least five Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Guarantors, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Patriot Act.
(c) All existing Indebtedness (including all Indebtedness under the Existing Credit Agreement) of the Borrowers, other than the Existing Letters of Credit and any Existing Indebtedness, shall be repaid in full (and all commitments in respect thereof shall be terminated, all guaranties made in connection therewith shall be released), and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.
(d) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, (i) the fees to be paid pursuant to Section 2.11(b) to the Administrative Agent, the Joint Lead Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder and (ii) all fees, charges the documentation and disbursements of outside counsel to the Administrative Agent (directly to such counsel if other information requested by the Administrative AgentAgent in order to comply with all “know your customer” requirements and (iii) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred all anti-money laundering documentation reasonably requested by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent)). Without limiting the generality of the provisions or the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 notice from such Lender prior to the proposed Closing Date specifying its objection theretoor any Lender.
Appears in 1 contract
Conditions of Closing and Initial Credit Extension. The effectiveness of this Agreement and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder are is subject to the satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders, the The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of such Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Dateunless otherwise specified) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of (A) this Agreement and (B) the GuarantyGuarantee Agreement, in such number as may be requested by counsel to the Administrative Agent;
(ii) Committed Loan Notes for each Lender so requesting, (A) a Revolving Note executed by the Borrowers Borrower in favor of each such Lender requesting and (B) a Swing Line Note executed by the Borrower in favor of such a Note, each in a principal amount equal to such Swing Line Lender’s Commitment;
(iii) Swing Line Loan Notes executed by the Borrowers in favor a certificate of the Swing Line Lender in the principal amount a secretary or assistant secretary of the Swing Line Loan Commitment;
(ivA) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the Administrative Agent may require to establish incumbency and genuineness of the identities of and verify the authority and capacity signature of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with Officer, secretary and assistant secretary of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors, or other governing body, as applicable, of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance by such Loan Party of this Agreement and the other Loan Documents to which such it is a party and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of (1) the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization and (2) the limited liability company agreement of the Parent as in effect on the Closing Date;
(iv) certificates as of a recent date setting forth the good standing of each Loan Party is under the Laws of (A) its jurisdiction of organization and (B) each other jurisdiction in which the failure to be qualified to do business in such jurisdiction would reasonably be expected to have a partyMaterial Adverse Effect;
(v) an opinion of Xxxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such evidence customary matters regarding the transactions contemplated herein as the Administrative Agent or its counsel may reasonably require to verify that each Loan Party is duly organized or formedrequest, validly existing and in good standing under the laws of its jurisdiction of formation (to the extent applicable in such jurisdictionwhich opinion shall permit reliance thereon by assignees permitted by Section 10.07(b), including certified copies of each Loan Party’s Organization Documents and certificate of good standing (if applicable) and tax clearance certificatessubject to customary conditions;
(vi) a certificate signed by of a Responsible Officer of each Borrower the General Partner, on behalf of the Parent, certifying (A) certifying that the representations and warranties of the Loan Parties contained in Article V are true and correct in all material respects (ior, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date, (B) that no Default exists or would result from the conditions specified in Sections 4.02(aexecution of this Agreement, (C) and (b) have been satisfied and (ii) that since December 31, 2015, there has been no not occurred any event or circumstance since the date of the Audited Financial Statements which condition that has had or could would be reasonably expected expected, either individually or in the aggregate, to have a Material Adverse Effect and (BD) attaching a copy of to the Revolving Subordinated Note certified by a Responsible Officer of Anixter as true matters set forth in Section 4.01(b), Section 4.01(d) and complete, together with all schedules and exhibits theretoSection 4.01(g);
(vii) opinion(sa certificate signed by the chief financial officer of the General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Parent, on behalf of the Parent, certifying that on and as of the Closing Date, after giving effect to the Transactions, the Parent and its Subsidiaries are Solvent on a consolidated basis;
(viii) of counsel to UCC search certificates in each Loan Party addressed to jurisdiction reasonably requested by the Administrative Agent or its counsel, in each case reflecting no Liens on the property of the Parent and its Subsidiaries other than Liens permitted pursuant to Section 7.01;
(ix) the Initial Financial Statements and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall reasonably request; andPro Forma Financial Statements.
(viiix) such other assurances, certificates, documents documents, consents or consents opinions as the Administrative Agent Agent, the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably may require.; and
(b) Each The Parent shall have received all material governmental, partner and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Borrowers Administrative Agent) in connection with the Transactions and each the other transactions contemplated hereby, and such consents and approvals shall be in full force and effect and all applicable waiting periods and appeal periods shall have expired.
(c) There shall not have occurred any event, change, occurrence or circumstance since December 31, 2015 that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
(d) The Contribution and the IPO shall have been consummated in accordance with the Registration Statement as in effect on the Closing Date in all material respects, without any amendment, supplement or modification thereto that is materially adverse to the interest of the Guarantors Lenders, and shall have resulted in the Parent receiving gross cash proceeds of at least $200,000,000.
(e) Any fees and expenses (including Attorney Costs) required to be paid in connection with the Loan Documents and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid.
(f) The Borrower shall have provided to the Administrative Agent and the Joint Lead Arrangers Lenders evidence that the Parent and its Subsidiaries are carrying the insurance required to be maintained under Section 6.03(b).
(g) After giving effect to the Transactions on the Closing Date, neither the Parent nor any of its Subsidiaries shall have any material Debt for borrowed money other than Debt under this Agreement.
(h) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least five Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Guarantors, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Patriot Act.
(c) All existing Indebtedness (including all Indebtedness under the Existing Credit Agreement) of the Borrowers, other than the Existing Letters of Credit and any Existing Indebtedness, shall be repaid in full (and all commitments in respect thereof shall be terminated, all guaranties made in connection therewith shall be released), and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.
(d) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, (i) the fees to be paid pursuant to Section 2.11(b) to the Administrative Agent, the Joint Lead Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder and (ii) all fees, charges the documentation and disbursements of outside counsel to the Administrative Agent (directly to such counsel if other information requested by the Administrative AgentAgent in order to comply with all “know your customer” requirements and (iii) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred all anti-money laundering documentation reasonably requested by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent))Agent or any Lender. Without limiting the generality of the provisions or the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 under this Section 4.01 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 Closing Date effectiveness of this Agreement specifying its objection thereto. All documents executed or submitted pursuant to this Section 4.01 by and on behalf of the Parent or any of its Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower, the Lenders and the L/C Issuers of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 10.03) at or prior to 5:00 p.m. on October 15, 2016 (and, in the event such conditions shall not have been so satisfied or waived, the Commitments shall terminate at such time).
Appears in 1 contract
Conditions of Closing and Initial Credit Extension. The effectiveness of this Agreement and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder are is subject to the satisfaction of the following conditions precedent:
(a) Unless waived by all the Lenders, the The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of such Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Dateunless otherwise specified) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counselAgent:
(i) executed counterparts of (A) this Agreement and (B) the GuarantyGuarantee Agreement, in such number as may be requested by counsel to the Administrative Agent;
(ii) Committed Loan Notes for each Lender so requesting, (A) a Revolving Note executed by the Borrowers Borrower in favor of each such Lender requesting and (B) a Swing Line Note executed by the Borrower in favor of such a Note, each in a principal amount equal to such Swing Line Lender’s Commitment;
(iii) Swing Line Loan Notes executed by the Borrowers in favor a certificate of the Swing Line Lender in the principal amount a Responsible Officer of the Swing Line Loan Commitment;
(ivA) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (or of the general partner or sole member of such Loan Party) certifying as to the Administrative Agent may require to establish incumbency and genuineness of the identities of and verify the authority and capacity signature of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with of such Loan Party (or the general partner or sole member of such Loan Party) executing the Loan Documents to which such Loan Party is a party and certifying that attached thereto is a true, correct and complete copy of (1) the certificate or articles of limited partnership, formation or incorporation, as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (2) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of such Loan Party as in effect on the Closing Date and (3) resolutions duly adopted by the general partner, board of directors, or other governing body, as applicable, of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance by such Loan Party of this Agreement and the other Loan Documents to which such it is a party and (B) the General Partner, certifying that attached thereto is a true, correct and complete copy of (1) the certificate of organization of the General Partner and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization and (2) the limited liability company agreement of the Parent as in effect on the Closing Date;
(iv) certificates as of a recent date setting forth the good standing of each Loan Party is under the Laws of (A) its jurisdiction of organization and (B) each other jurisdiction in which the failure to be qualified to do business in such jurisdiction would reasonably be expected to have a partyMaterial Adverse Effect;
(v) an opinion of Xxxxxxx Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such evidence customary matters regarding the transactions contemplated herein as the Administrative Agent or its counsel may reasonably require to verify that each Loan Party is duly organized or formedrequest, validly existing and in good standing under the laws of its jurisdiction of formation (to the extent applicable in such jurisdictionwhich opinion shall permit reliance thereon by assignees permitted by Section 10.07(b), including certified copies of each Loan Party’s Organization Documents and certificate of good standing (if applicable) and tax clearance certificatessubject to customary conditions;
(vi) a certificate signed by of a Responsible Officer of each Borrower the General Partner, on behalf of the Parent, certifying (A) certifying that the representations and warranties of the Loan Parties contained in Article V are true and correct in all material respects (ior, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date, (B) that no Default exists or would result from the conditions specified in Sections 4.02(aexecution of this Agreement, (C) and (b) have been satisfied and (ii) that since December 31, 2015, there has been no not occurred any event or circumstance since the date of the Audited Financial Statements which condition that has had or could would be reasonably expected expected, either individually or in the aggregate, to have a Material Adverse Effect and (BD) attaching a copy of to the Revolving Subordinated Note certified by a Responsible Officer of Anixter as true matters set forth in Section 4.01(b), Section 4.01(d) and complete, together with all schedules and exhibits theretoSection 4.01(g);
(vii) opinion(sa certificate signed by the chief financial officer of the General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Parent, on behalf of the Parent, certifying that on and as of the Closing Date, after giving effect to the Transactions, the Parent and its Subsidiaries are Solvent on a consolidated basis;
(viii) of counsel to UCC search certificates in each Loan Party addressed to jurisdiction reasonably requested by the Administrative Agent or its counsel, in each case reflecting no Liens on the property of the Parent and its Subsidiaries other than Liens permitted pursuant to Section 7.01;
(ix) the Initial Financial Statements and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall reasonably request; andPro Forma Financial Statements.
(viiix) such other assurances, certificates, documents documents, consents or consents opinions as the Administrative Agent Agent, the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably may require.; and
(b) Each The Parent shall have received all material governmental, partner and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Borrowers Administrative Agent) in connection with the Transactions and each the other transactions contemplated hereby, and such consents and approvals shall be in full force and effect and all applicable waiting periods and appeal periods shall have expired.
(c) There shall not have occurred any event, change, occurrence or circumstance since December 31, 2015 that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
(d) The IPO shall have been consummated in accordance with the Registration Statement as in effect on the Closing Date in all material respects, without any amendment, supplement or modification thereto that is materially adverse to the interest of the Guarantors Lenders, and shall have resulted in the Parent receiving gross cash proceeds of at least $200,000,000.
(e) Any fees and expenses (including Attorney Costs) required to be paid in connection with the Loan Documents and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid.
(f) The Borrower shall have provided to the Administrative Agent and the Joint Lead Arrangers Lenders evidence that the Parent and its Subsidiaries are carrying the insurance required to be maintained under Section 6.03(b).
(g) After giving effect to the Transactions on the Closing Date, neither the Parent nor any of its Subsidiaries shall have any material Debt for borrowed money other than Debt under this Agreement.
(h) The Parent and the Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least five Business Days prior to the Closing Date, with respect to the Parent, the Borrower and the other Guarantors, (i) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Patriot Act.
(c) All existing Indebtedness (including all Indebtedness under the Existing Credit Agreement) of the Borrowers, other than the Existing Letters of Credit and any Existing Indebtedness, shall be repaid in full (and all commitments in respect thereof shall be terminated, all guaranties made in connection therewith shall be released), and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.
(d) Any fees required to be paid on or before the Closing Date shall have been paid (including, without limitation, (i) the fees to be paid pursuant to Section 2.11(b) to the Administrative Agent, the Joint Lead Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder and (ii) all fees, charges the documentation and disbursements of outside counsel to the Administrative Agent (directly to such counsel if other information requested by the Administrative AgentAgent in order to comply with all “know your customer” requirements and (iii) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred all anti-money laundering documentation reasonably requested by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent))Agent or any Lender. Without limiting the generality of the provisions or the last paragraph of Section 9.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 under this Section 4.01 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 Closing Date effectiveness of this Agreement specifying its objection thereto. All documents executed or submitted pursuant to this Section 4.01 by and on behalf of the Parent or any of its Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower, the Lenders and the L/C Issuers of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the L/C Issuers to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 10.03) at or prior to 5:00 p.m. on October 15, 2016 (and, in the event such conditions shall not have been so satisfied or waived, the Commitments shall terminate at such time).
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