Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each 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 reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (A) a Revolving Note executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender; (iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) 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 (C) 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 of this Agreement and the other Loan Documents to which it is a party; (iv) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business; (v) (A) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request; (vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis; (vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC; (viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent. (c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby. (d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect. (e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”). (f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (EQT Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of the L/C Issuer and each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or facsimiles or other electronic transmission (pdf) transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Borrower, 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution Agreement and any other Loan Documents to be delivered on the Administrative Agent, each Lender and the BorrowerClosing Date;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or copies of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness Organization Documents of the signature of each officer of such Loan Party executing Loan Documents Borrower certified to which it is a party and certifying that attached thereto is a true, correct be true and complete copy of (A) 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 of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date;
(Biv) the limited partnership agreement, operating agreement, bylaws such certificates of resolutions or other governing documentaction, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as applicablethe Administrative Agent may require evidencing the identity, authority and capacity of such Loan Party each Responsible Officer thereof authorized to act as a Responsible Officer in effect on the Closing Date and (C) 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 of connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) 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;
(i) a legal opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, outside counsel for the Borrower and (ii) a legal opinion of Rxxxxxx X. Xxxxx, general counsel for the Borrower, in each case dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent;
(vii) a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, stating that (A) the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) the Borrower is in compliance with all existing material financial obligations and (C) all governmental, shareholder and third party consents and approvals, if any, with respect to the Loan Documents and the transactions contemplated thereby have been obtained (and attaching copies thereof);
(viii) a certificate executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, regarding the Solvency of the Borrower;
(ix) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all obligations of the Borrower and its Subsidiaries under the Existing Credit Agreement shall be fully satisfied;
(x) there shall not have occurred (x) a material adverse change in, or material adverse effect upon, the business, assets, properties, liabilities (actual or contingent), operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2013, (y) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party or (z) a material adverse effect upon the rights and remedies of any Lender or the Administrative Agent under any Loan Document, including any material adverse effect on the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party;
(ivxi) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization andClosing Date, there shall be no action, suit, investigation or proceeding, pending or, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) (A) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel knowledge of the Borrower, addressed threatened in any court or before any Governmental Authority (i) with respect to the Administrative Agent and each Lender, in each case as to such customary matters regarding the transactions contemplated herein as the Administrative Agent may reasonably request;
this Agreement or any other Loan Document or (vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (Aii) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would could reasonably be reasonably expected, either individually or in the aggregate, expected to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing DateEffect; and
(ixxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, require to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date.
(b) Any fees required to be paid on or before the Closing Date shall have been paid. .
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of 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.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)General Partner, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent;
(ii) executed counterparts of the Master Assignment, each Lender and sufficient in number for distribution as reasonably requested by the BorrowerAdministrative Agent;
(A) a Revolving Note executed by the Borrower in favor of each Lender requesting a Revolving Note and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iiiiv) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner, board of directors or other governing body, as applicable, of each Loan Party) General Partner certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the certificate or articles of limited partnership, formation or incorporation, as applicable, partnership of such Loan Party the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, agreement of such Loan Party the Borrower as in effect on the Closing Date and (C) resolutions duly adopted by the general partner, board General Partner of directors, or other governing body, as applicable, of such Loan Party the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it the Borrower is a party;
(ivv) certificates as of a recent date of the good standing of each Loan Party the Borrower under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party the Borrower is qualified to do business;
(v) (Avi) an opinion of Wachtell, Lipton, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vivii) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112017, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(viiviii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of Borrower for the General Partnerfiscal quarter ended June 30, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date2018; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, Agreement and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Equitrans Midstream Corp)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date, the effectiveness of this Agreement and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) LOAN DOCUMENTS, ORGANIZATION DOCUMENTS, ETC. The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Borrower, 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution Agreement and any other Loan Documents to be delivered on the Administrative Agent, each Lender and the BorrowerClosing Date;
(Aii) a Revolving Note (or Notes, as applicable) executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or copies of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness Organization Documents of the signature of each officer of such Loan Party executing Loan Documents Borrower certified to which it is a party and certifying that attached thereto is a true, correct be true and complete copy of (A) 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 of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date;
(Biv) the limited partnership agreement, operating agreement, bylaws such certificates of resolutions or other governing documentaction, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as applicablethe Administrative Agent may require evidencing the identity, authority and capacity of such Loan Party each Responsible Officer thereof authorized to act as a Responsible Officer in effect on the Closing Date and (C) 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 of connection with this Agreement and the other Loan Documents to which it the Borrower is a party;
(iv) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization ; and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) (A) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent such documents and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, addressed to the Administrative Agent and each Lender, in each case as to such customary matters regarding the transactions contemplated herein certifications as the Administrative Agent may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) require to evidence that the representations Borrower is duly organized or formed, and warranties of the Borrower contained in Article V are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effectis validly existing, in all respects) on good standing and as of the date hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or qualified to engage in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth business in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation jurisdiction of its incorporation or organization and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) each jurisdiction where its ownership, lease or operation of properties or the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower shall have received all material governmentalconduct of its business requires such qualification, partner and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, except to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority extent that would failure to do so could not reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Borrower, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent, each Lender and the Borrower;
(Aii) executed counterparts of the Master Assignment, sufficient in number for distribution as reasonably requested by the Administrative Agent;
(iii) a Revolving Note executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iiiiv) a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Secretary or an Assistant Secretary Responsible Officer of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Loan Party (or of the general partner, board of directors or other governing body, Responsible Officer thereof authorized to act as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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 Responsible Officer in its jurisdiction of organization, (B) 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 (C) 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 of connection with this Agreement and the other Loan Documents to which it the Borrower is a party;
(ivv) certificates as of a recent date certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing of each Loan Party under the laws of its jurisdiction the State of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do businessPennsylvania;
(vvi) (A) an a favorable opinion of Wachtell, Lipton, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender Lender, and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an a favorable opinion of internal Xxxx Xxxxx LLP, Pennsylvania counsel of to the Borrower, 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 may reasonably request;
(vivii) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereofhereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), (B) that no Default exists or would result from the execution of this Agreement, and (C) that there has been no material adverse change since December 31, 20112016 in the business, there has not occurred any event assets, liabilities (actual or contingent), operations, or condition that has had (financial or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (Dotherwise) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on subsidiaries taken as a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Datewhole; and
(ixviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid (i) all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, and (ii) all amounts payable under and in accordance with Section 10.21.
Appears in 1 contract
Samples: Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement (EQT Corp)
Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each 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:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) for each Lender so requesting, (A) a Revolving Note executed by the Borrower in favor of each such Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) a certificate of a the Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer Responsible Officer of such Loan Party executing the Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) 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 (C) 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 of this Agreement and the other Loan Documents to which it is a party;
(iv) certificates as of a recent date of setting forth the good standing of each Loan Party under the laws Laws of (A) its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, and (B) each other jurisdiction where such Loan Party is in which the failure to be qualified to do businessbusiness in such jurisdiction would reasonably be expected to have a Material Adverse Effect;
(v) (A) an opinion of Xxxxxxx Xxxxx Xxxxx L.L.P.LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 request, which opinion shall permit reliance thereon by assignees permitted by Section 10.07(b), subject to customary conditions;
(vi) a certificate signed by of a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereofClosing Date, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112013, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as to the matters set forth in Section 5.02(c);
(vii) a certificate signed by the chief financial officer of the date hereof General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Borrower, on behalf of the Borrower, certifying that on and immediately as of the Closing Date, after giving effect to the transactions contemplated hereinTransactions, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(viiviii) UCC search certificates in each jurisdiction reasonably requested by the financial statements set forth Administrative Agent or its counsel, in the Form S-1 or a link thereto each case reflecting no Liens on the website property of the SECBorrower and its Subsidiaries other than Liens permitted pursuant to Section 7.01;
(viiiix) a certification by a Responsible Officer of the General Partner, on behalf of Audited Financial Statements and the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing DatePro Forma Financial Statements; and
(ixx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (Ai) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (Bii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (Ciii) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents Transactions and the other transactions contemplated hereby.
(d) No actionThere shall not have occurred any event, suitchange, investigation occurrence or other proceeding is pending orcircumstance since December 31, to 2013 that, either individually or in the knowledge of the Borroweraggregate, threatened in any court has had or before any arbitrator or Governmental Authority that would could reasonably be expected to have a Material Adverse Effect.
(e) Concurrently Prior to or substantially concurrently with the Closing Dateeffectiveness of this Agreement, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”)consummated.
(f) Any fees and expenses (including Attorney Costs) required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)General Partner, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent;
(ii) executed counterparts of the Master Assignment, each Lender and sufficient in number for distribution as reasonably requested by the BorrowerAdministrative Agent;
(A) a Revolving Note executed by the Borrower in favor of each Lender requesting a Revolving Note and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iiiiv) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner, board of directors or other governing body, as applicable, of each Loan Party) General Partner certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the certificate or articles of limited partnership, formation or incorporation, as applicable, partnership of such Loan Party the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, agreement of such Loan Party the Borrower as in effect on the Closing Date and (C) resolutions duly adopted by the general partner, board General Partner of directors, or other governing body, as applicable, of such Loan Party the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it the Borrower is a party;
(ivv) certificates as of a recent date of the good standing of each Loan Party the Borrower under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party the Borrower is qualified to do business;
(v) (Avi) an opinion of Xxxxxxxx, Xxxxxx, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vivii) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112017, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(viiviii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of Borrower for the General Partnerfiscal quarter ended June 30, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date2018; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, Agreement and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid (i) all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date, and (ii) all amounts payable under and in accordance with Section 10.24.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date, the effectiveness of this Agreement and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is are subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible an Authorized Officer of the applicable signing Loan Party Party, each dated the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(or i) executed counterparts of this Agreement and the Borrower Intercreditor Agreement;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note; and
(iii) executed counterparts of the general partnerfollowing: the Parent Revolver Guaranty Agreement, board the Parent Revolver Security Agreement, the Borrower Revolver Security Agreement, the Subsidiary Revolver Security Agreement, the Revolver Affiliate Subordination Agreement and any other Security Documents reasonably requested by the Administrative Agent in accordance with the provisions of directors or Article IA.
(b) The Administrative Agent shall have received the following items for each of the Parent, the Borrower and each other governing bodySubsidiary party to the Subsidiary Revolver Security Agreement, as applicable, of in each Loan Party), each case 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 reasonably satisfactory to the Administrative Agentunless otherwise indicated:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(A) a Revolving Note executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor copies of the Swing Line Lender;
(iii) a certificate articles or certificates of a Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors incorporation or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer charter documents of such Loan Party executing Loan Documents Person certified to which it is a party and certifying that attached thereto is a be true, complete and correct and complete copy of (A) 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 of the state or other jurisdiction of organizationits incorporation and/or certified by a secretary or assistant secretary of such Person to be true, complete and correct as of the Closing Date;
(Bii) a copy of the limited bylaws, partnership agreement, or operating agreement, bylaws or other governing documentagreement of such Person, as applicable, certified by a secretary or assistant secretary of such Loan Party Person to be true and correct as in effect on of the Closing Date and Date;
(Ciii) resolutions duly adopted by the general partner, board of directors, its Board of Directors or other governing body, as applicable, of such Loan Party authorizing body or Person approving and approving the transactions contemplated hereunder and authorizing the execution, delivery and performance of this Agreement Agreement, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment;
(iv) certificates of good standing issued as of a reasonably recent date to the Closing Date by such Person's state of organization or formation;
(v) a certificate of an Authorized Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the other validity against such Loan Party of the Loan Documents to which it is a party;
(iv) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agentand such consents, each other jurisdiction where such Loan Party is qualified to do business;
(v) (A) an opinion of Xxxxx Xxxxx L.L.P.licenses and approvals shall be in full force and effect, counsel to the Borrower, addressed to the Administrative Agent and each Lender and or (B) subject to agreement by the Administrative Agent as to the matters to be addressedstating that no such consents, an opinion of internal counsel of the Borrower, 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 may reasonably requestlicenses or approvals are so required;
(vi) a certificate signed by a Responsible an Authorized Officer of the General Partner, on behalf of the Borrower, Borrower certifying (A) that the representations conditions specified in Sections 4.02 (b) and warranties of the Borrower contained in Article V are true (c) have been satisfied, and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, (B) that there has been no Default exists event or would result from the execution of this Agreement, (C) circumstance since December 31, 2011, there has not occurred any event or condition 2002 that has had or would could be reasonably expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;Effect; and
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website signature and incumbency certificates of the SEC;
(viii) a certification by a Responsible Officer officers of the General Partnersuch Person executing this Agreement, on behalf of the Borrower, that the Form S-1, including all any amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent Security Documents and any Lender in order other documents required to comply with the requirements be delivered under subsection (a) of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agentthis Section 4.01.
(c) The Borrower Administrative Agent shall have received all material governmentala favorable opinion of Drinker Biddle & Reath, partner counsel to the Loan Parties, addressed to the Adminixxxxxxve Xxxxx and third party consents each Lender, in form and approvals necessary (or any other material consents as determined in the reasonable discretion of substance satisfactory to the Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Pegasus Satellite Communications Inc)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date, the effectiveness of this Agreement and the obligation of the L/C Issuer and each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles or other electronic transmission telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer (which shall include, for the purposes of the applicable Loan Party (items required by Section 4.01(a)(iii) below only, a secretary or assistant secretary) of the general partner, board of directors or other governing body, as applicable, of each 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 reasonably satisfactory to the Administrative AgentAgent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerCompany;
(Aii) a Revolving Note executed by the applicable Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate such certificates of a Secretary resolutions or an Assistant Secretary other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (or of as the general partnerAdministrative Agent may require evidencing the identity, board of directors or other governing body, as applicable, authority and capacity of each Loan Party) certifying Responsible Officer thereof authorized to act as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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 Responsible Officer in its jurisdiction of organization, (B) 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 (C) 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 of connection with this Agreement and the other Loan Documents to which it such Loan Party is a party;
(iv) certificates such documents and certifications as of a recent date of the good standing of Administrative Agent may reasonably require to evidence that each Loan Party under the laws of its jurisdiction of organization andis duly organized or formed, to the extent reasonably requested by the Administrative Agent, and that each other jurisdiction where such Loan Party is validly existing, in good standing and qualified to do businessengage in business in its jurisdiction or organization;
(v) (A) an a favorable opinion of Xxxxx Xxxxx L.L.P., in house counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in each case as form and substance reasonably satisfactory to such customary matters regarding the transactions contemplated herein as the Administrative Agent may reasonably requestand its legal counsel,
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party 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;
(vivii) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, Company certifying (A) that the representations conditions specified in SECTIONS 4.02(A) and warranties of the Borrower contained in Article V are true (B) have been satisfied, and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any been no event or condition circumstance since the date of the Financial Statements that has had or would could be reasonably expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SECEffect;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, evidence that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of Existing Credit Agreement has been or concurrently with the Closing DateDate is being terminated; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. .
(c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all Attorney Costs fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced 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 Company and the Administrative Agent).
(d) The representations and warranties of the Loan Parties contained in 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 be true and correct on and as of the Closing Date.
(e) No Default shall exist and be continuing as of the Closing Date. Without limiting the generality of the provisions of SECTION 9.04, 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 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.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Effective Date shall have occurred on or before November 30, 2018.
(b) EQT Corporation shall have distributed, or substantially concurrently shall distribute, on a pro rata basis, at least 80.0% of the outstanding shares of common stock of the Borrower to the holders of common shares of EQT Corporation on the applicable record date (the “Spin-off”) substantially in the manner contemplated by the Form 10 registration statement filed by the Borrower in connection with the Spin-off, as it may be amended, supplemented or modified from time to time;
(c) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Officer, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreementthe Loan Documents listed on Exhibit E, sufficient in number for distribution to as reasonably requested by the Administrative Agent, each Lender and the Borrower;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) The Administrative Agent shall have received a certificate of a the Secretary or an Assistant Secretary of each Loan Party setting forth (or i) resolutions of the general partner, its board of directors or other appropriate governing body, as applicable, of each Loan Party) certifying as body with respect to the incumbency and genuineness of the signature of each officer authorization of such Loan Party executing to execute and deliver the Loan Documents to which it is a party and certifying that attached thereto is a trueto enter into the transactions contemplated in those documents, correct and complete copy of (Aii) the certificate or articles of limited partnership, formation or incorporation, as applicable, officers of such Loan Party and all amendments thereto, certified as of a recent date by (y) who are authorized to sign the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, of Loan Documents to which such Loan Party as in effect on the Closing Date is a party and (Cz) resolutions who will, until replaced by another officer or officers duly adopted by authorized for that purpose, act as its representative for the general partner, board purposes of directors, or signing documents and giving notices and other governing body, as applicable, of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable Organization Documents of such Loan Documents Party, certified as being true and complete, which may take the form of a customary “no change” certificate satisfactory to which it is a partythe Administrative Agent to the extent such information was provided on the Effective Date;
(iviii) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) (Aiv) an opinion of Wachtell, Lipton, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, in each case as and an opinion of Xxxx Xxxxx LLP, Pennsylvania counsel to such customary matters regarding the transactions contemplated herein as Loan Parties, addressed to the Administrative Agent may reasonably requestand each Lender;
(viv) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112017, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and Closing Date, immediately after giving effect to the transactions contemplated hereinherein (including the Spin-off and the transactions contemplated to occur in connection therewith), the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(viivi) Uniform Commercial Code financing statements shall have been filed pursuant to and in accordance with the financial statements set forth in the Form S-1 or a link thereto on the website terms of the SEC;
(viii) a certification by a Responsible Officer of the General PartnerCollateral Documents and, on behalf of the Borrowerif applicable, that the Form S-1, including all amendments thereto, available at the link on the website stock certificates and related powers constituting Collateral shall have been delivered to the SEC provided in such certificate are true and correct as of the Closing DateAdministrative Agent; and
(ixvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(bd) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower Each Loan Party 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, Agreement and the other Loan Documents and the other transactions contemplated hereby.
(de) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, the Aggregate Revolving Commitments shall automatically and without any further notice or other action be terminated and no Lender shall have any obligation to make any Credit Extension to the Borrower if the Closing Date has not occurred on or prior to April 30, 2019.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date, the effectiveness of this Agreement and the obligation of the L/C Issuer and each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Loan Documents, Organization Documents, Etc. The Administrative Agent’s 's receipt of the following, each of which shall be originals or facsimiles or other electronic transmission telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party), each and dated the Closing Date (or, in the case of certificates of governmental officials, each duly issued and certified by the governmental issuer and dated a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the Borrowerother Loan Documents;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate copies of a Secretary or an Assistant Secretary the Organization Documents of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as certified to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct be true and complete copy of (A) 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 of the state or other jurisdiction of its incorporation or organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as in effect on of the Closing Date and Date;
(Civ) such certificates of resolutions duly adopted by the general partner, board of directors, or other governing bodyaction, as applicable, incumbency certificates and/or other certificates of such Responsible Officers of each Loan Party authorizing as the Administrative Agent may require evidencing the identity, authority and approving the transactions contemplated hereunder and the execution, delivery and performance capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which it such Loan Party is a party;; and
(ivv) certificates as of a recent date of the good standing certificates of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) in (A) an opinion the jurisdiction of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender its incorporation or organization and (B) subject to agreement by the Administrative Agent as to the matters to be addressedeach jurisdiction where its ownership, an opinion lease or operation of internal counsel of the Borrower, 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 may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender Properties or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lendersconduct of its business requires such qualification, except to the extent requested at least two Business Days prior that failure to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that do so would not reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(A) a Revolving Note executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) 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 (C) 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 of this Agreement and the other Loan Documents to which it is a party;
(iv) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) (A) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112012, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in for the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partnerfiscal quarter ended September 30, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date2013; and
(ixviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, Agreement and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower Existing Credit Agreement shall consummate be terminated, and all amounts due and owing under the IPO on substantially the terms set forth Existing Credit Agreement shall be paid in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”)full.
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)General Partner, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent;
(ii) executed counterparts of the Master Assignment, each Lender and sufficient in number for distribution as reasonably requested by the BorrowerAdministrative Agent;
(A) a Revolving Note executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iiiiv) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner, board of directors or other governing body, as applicable, of each Loan Party) General Partner certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the certificate or articles of limited partnership, formation or incorporation, as applicable, partnership of such Loan Party the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, agreement of such Loan Party the Borrower as in effect on the Closing Date and (C) resolutions duly adopted by the general partner, board General Partner of directors, or other governing body, as applicable, of such Loan Party the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it the Borrower is a party;
(ivv) certificates as of a recent date of the good standing of each Loan Party the Borrower under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party the Borrower is qualified to do business;
(v) (Avi) an opinion of Wachtell, Lipton, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vivii) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.,
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to enter into this Agreement and make its initial Credit Extension Extension, hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Borrower, 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Secretary or an Assistant Secretary Responsible Officer of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Loan Party (or of the general partner, board of directors or other governing body, Responsible Officer thereof authorized to act as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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 Responsible Officer in its jurisdiction of organization, (B) 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 (C) 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 of connection with this Agreement and the other Loan Documents to which it the Borrower is a party;
(iv) certificates as of a recent date certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing of each Loan Party under the laws of its jurisdiction the State of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do businessPennsylvania;
(v) (A) an a favorable opinion of Xxxx Xxxxx Xxxxx L.L.P.LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent Lender, as to the matters to be addressed, an set forth in Exhibit E-1 and a favorable opinion of internal counsel the Deputy General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, in each case as to such customary the matters regarding the transactions contemplated herein as the Administrative Agent may reasonably requestset forth in Exhibit E-2;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) that there has been no material adverse change since December 31, 20112005 in the business, there has not occurred any event assets, liabilities (actual or contingent), operations, or condition that has had (financial or would be reasonably expected, either individually or in otherwise) of the aggregate, to have Borrower and its subsidiaries taken as a Material Adverse Effect whole; and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basiscurrent Public Debt Ratings;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, evidence that the Form S-1, including all amendments thereto, available at Commitments under the link on the website to the SEC provided in such certificate are true and correct as of Existing Credit Agreement have been or concurrently with the Closing DateDate are being terminated, and that the Borrower has repaid all amounts owed thereunder upon such termination; and
(ixviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. .
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The obligation effectiveness of each Lender this Agreement, and the obligations of the parties to enter into this Agreement and make its initial Credit Extension hereunder Agreement, is subject to satisfaction satisfaction, or waiver in accordance with Section 10.01, of the following conditions precedent:
(a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):
(i) duly executed counterparts, from the Loan Parties party thereto, of this Agreement, the Intercreditor Agreement, each Guaranty and each Collateral Document and each other document and instrument required to create and perfect the security interests of the Collateral Agent in the Collateral to be entered into on the Closing Date (which will be, if applicable, in proper form for filing);
(ii) [reserved];
(iii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iv) such documents and duly executed certifications as the Administrative Agent or the Lenders may reasonably require to evidence that each Loan Party is duly organized, incorporated or formed, and, to the extent applicable, that each Loan Party is validly existing, in good standing (to the extent such concept exists in the applicable jurisdiction) and qualified to engage in business in its jurisdiction of incorporation or formation;
(v) a customary opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties and (ii) Xxxxxx Xxxxxxxx & Xxxx LLP, Michigan counsel to the Loan Parties, in each case addressed to each Agent, each L/C Issuer and each Lender, in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to Agent and covering such other matters concerning the Administrative Agent, each Lender Loan Parties and the BorrowerLoan Documents as the Required Lenders may reasonably request;
(Avi) the Required Financials (it being understood and agreed that the items required to be delivered under this clause (vi) have been received by Administrative Agent prior to the date hereof);
(vii) a Revolving Solvency Certificate, dated the Closing Date, signed by a chief financial officer or an authorized senior financial officer of Holdings, substantially in the form of Exhibit H hereto;
(viii) a customary certificate dated the Closing Date, signed by a chief executive officer, chief financial officer or a senior vice president of the Borrower, confirming compliance with the condition precedent set forth in Sections 4.01(e); and
(ix) a Note or Notes duly executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) 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 (C) 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 of this Agreement and the other Loan Documents to which it is a party;
(iv) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) (A) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in requested the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested same at least two Business Days prior to the Closing Date.
(b) The Borrower shall have paid, or the Administrative Agent shall have received evidence reasonably acceptable to it that the Borrower will substantially concurrently with the making of the Term Loans and the Revolving Credit Loans (Apursuant to netting or other deduction arrangements reasonably satisfactory to the Administrative Agent) pay, all costs, fees, expenses (including, without limitation, legal fees and expenses), other compensation, closing payments and additional payments contemplated and to the extent required by that certain Engagement Letter, dated August 2, 2018 (as amended, supplemented or modified prior to the date hereof, the “Engagement Letter”) between the Arrangers and the Borrower and the Fee Letter, and which are due and payable to the Arrangers, the Administrative Agent or the Lenders (in each case, as defined in the Engagement Letter) to the extent, in the case of reimbursement of expenses and fees, invoices with reasonable detail have been received at least two Business Days prior to the Closing Date on or before the Closing Date.
(c) (i) The Arrangers and the Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing by the Administrative Agent Arrangers about Holdings and any Lender its Subsidiaries in order to comply connection with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower shall have received all material governmental, partner rules and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreementregulations, including without limitation the IPOPATRIOT Act; and (ii) at least five days prior to the Closing Date, and any Borrower that qualifies as a “legal entity customer” under the other Loan Documents and the other transactions contemplated herebyBeneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.
(d) No actionThe Indebtedness under the Existing Credit Agreements, suitin each case shall be repaid, investigation redeemed, defeased, discharged, refinanced or other proceeding is pending orterminated and all commitments thereunder terminated, to and the knowledge of Liens in connection therewith shall be released.
(e) Since March 31, 2017, there has been no event or circumstance, either individually or in the Borroweraggregate, threatened in any court that has had or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently . Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the Closing Dateconditions specified in this Section 4.01, (i) 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 Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO Administrative Agent shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day received notice from such Lender prior to the proposed Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Datespecifying its objection thereto.
Appears in 1 contract
Samples: Senior Secured First Lien Credit Agreement (Dynatrace Holdings LLC)
Conditions of Closing Date and Initial Credit Extension. The obligation effectiveness of each Lender this Agreement, and the obligations of the parties to enter into this Agreement and make its initial Credit Extension hereunder Agreement, is subject to satisfaction satisfaction, or waiver in accordance with Section 10.01, of the following conditions precedent:
(a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):
(i) duly executed counterparts, from the Loan Parties party thereto, of this Agreement, the Intercreditor Agreement, each Guaranty and each Collateral Document and each other document and instrument required to create and perfect the security interests of the Collateral Agent in the Collateral to be entered into on the Closing Date (which will be, if applicable, in proper form for filing);
(ii) [reserved];
(iii) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iv) such documents and duly executed certifications as the Administrative Agent or the Lenders may reasonably require to evidence that each Loan Party is duly organized, incorporated or formed, and, to the extent applicable, that each Loan Party is validly existing, in good standing (to the extent such concept exists in the applicable jurisdiction) and qualified to engage in business in its jurisdiction of incorporation or formation;
(v) a customary opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties and (ii) Xxxxxx Xxxxxxxx & Xxxx LLP, Michigan counsel to the Loan Parties, in each case addressed to each Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to Agent and covering such other matters concerning the Administrative Agent, each Lender Loan Parties and the BorrowerLoan Documents as the Required Lenders may reasonably request;
(Avi) the Required Financials (it being understood and agreed that the items required to be delivered under this clause (vi) have been received by Administrative Agent prior to the date hereof);
(vii) a Revolving Solvency Certificate, dated the Closing Date, signed by a chief financial officer or an authorized senior financial officer of Holdings, substantially in the form of Exhibit H hereto;
(viii) a customary certificate dated the Closing Date, signed by a chief executive officer, chief financial officer or a senior vice president of the Borrower, confirming compliance with the condition precedent set forth in Section 4.01(e); and
(ix) a Term Note or Term Notes duly executed by the Borrower in favor of each Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) 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 (C) 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 of this Agreement and the other Loan Documents to which it is a party;
(iv) certificates as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business;
(v) (A) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in requested the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested same at least two Business Days prior to the Closing Date.
(b) The Borrower shall have paid, or the Administrative Agent shall have received evidence reasonably acceptable to it that the Borrower will substantially concurrently with the making of the Term Loans and the Revolving Credit Loans (Apursuant to netting or other deduction arrangements reasonably satisfactory to the Administrative Agent) pay, all costs, fees, expenses (including, without limitation, legal fees and expenses), other compensation, closing payments and additional payments contemplated and to the extent required by that certain Engagement Letter, dated August 2, 2018 (as amended, supplemented or modified prior to the date hereof, the “Engagement Letter”) between the Arrangers and the Borrower and the Fee Letter, and which are due and payable to the Arrangers, the Administrative Agent or the Lenders (in each case, as defined in the Engagement Letter) to the extent, in the case of reimbursement of expenses and fees, invoices with reasonable detail have been received at least two Business Days prior to the Closing Date on or before the Closing Date.
(c) (i) The Arrangers and the Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information reasonably requested in writing by the Administrative Agent Arrangers about Holdings and any Lender its Subsidiaries in order to comply connection with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower shall have received all material governmental, partner rules and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreementregulations, including without limitation the IPOPATRIOT Act; and (ii) at least five days prior to the Closing Date, and any Borrower that qualifies as a “legal entity customer” under the other Loan Documents and the other transactions contemplated herebyBeneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.
(d) No actionThe Indebtedness under the Existing Credit Agreements, suitin each case shall be repaid, investigation redeemed, defeased, discharged, refinanced or other proceeding is pending orterminated and all commitments thereunder terminated, to and the knowledge of Liens in connection therewith shall be released.
(e) Since March 31, 2017, there has been no event or circumstance, either individually or in the Borroweraggregate, threatened in any court that has had or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently . Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the Closing Dateconditions specified in this Section 4.01, (i) 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 Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO Administrative Agent shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day received notice from such Lender prior to the proposed Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Datespecifying its objection thereto.
Appears in 1 contract
Samples: Senior Secured Second Lien Credit Agreement (Dynatrace Holdings LLC)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specifiedspecified or agreed by the Administrative Agent, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Borrower, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent, each Lender and the Borrower;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Secretary or an Assistant Secretary Responsible Officer of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Loan Party (or of the general partner, board of directors or other governing body, Responsible Officer thereof authorized to act as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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 Responsible Officer in its jurisdiction of organization, (B) 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 (C) 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 of connection with this Agreement and the other Loan Documents to which it the Borrower is a party;
(iv) certificates as of a recent date certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing of each Loan Party under the laws of its jurisdiction the State of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do businessPennsylvania;
(v) (A) an a favorable opinion addressing customary issues of Xxxxx Xxxxx L.L.P.Kxxxxxxx & Exxxx LLP, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender Lender, and (B) subject a favorable opinion addressing customary issues of Mxxxxx, Xxxxx & Bxxxxxx LLP, Pennsylvania counsel to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects on and as of the date hereof (or, or if qualified by materiality or Material Adverse Effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) on is true and as of the date hereofcorrect in all respects), (B) that no Default exists or would result from the execution of this Agreement, and (C) that there has been no Material Adverse Effect since December 31, 2011, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;2023; and
(vii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have paid all fees and expenses required to be paid on or before the Closing Date (including, to the extent invoiced at least two (2) Business Days prior to the Closing Date, all Attorney Costs).
(c) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two (2) Business Days prior to the Closing Date, (Ai) an executed Certificate of Beneficial Ownership (to the extent required under the Beneficial Ownership Regulation) and such other documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the USA PATRIOT Act, (Bii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (Ciii) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(cd) The Borrower 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 Administrative Agent) in connection Substantially concurrently with the transactions contemplated by effectiveness of this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs consummated its acquisition of Equitrans Midstream Corporation and the Administrative Agent to the extent invoiced prior to the Closing Dateexisting credit facility of EQM Midstream Partners, LP shall have been repaid in full in cash and terminated.
Appears in 1 contract
Samples: Credit Agreement (EQT Corp)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)General Partner, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent;
(ii) executed counterparts of the Master Assignment, each Lender and sufficient in number for distribution as reasonably requested by the BorrowerAdministrative Agent;
(A) a Revolving Note executed by the Borrower in favor of each Lender requesting a Revolving Note and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iiiiv) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner, board of directors or other governing body, as applicable, of each Loan Party) General Partner certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the certificate or articles of limited partnership, formation or incorporation, as applicable, partnership of such Loan Party the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, agreement of such Loan Party the Borrower as in effect on the Closing Date and (C) resolutions duly adopted by the general partner, board General Partner of directors, or other governing body, as applicable, of such Loan Party the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it the Borrower is a party;
(ivv) certificates as of a recent date of the good standing of each Loan Party the Borrower under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party the Borrower is qualified to do business;
(v) (Avi) an opinion of Wachtell, Lipton, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vivii) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112017, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(viiviii) the financial statements set forth in the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of Borrower for the General Partnerfiscal quarter ended June 30, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date2018; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, Agreement and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid (i) all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date, and (ii) all amounts payable under and in accordance with Section 10.24.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to enter into this Agreement and make its initial Credit Extension Extension, hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)Borrower, 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 reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) requesting a Swing Line Note executed by the Borrower in favor of the Swing Line LenderNote;
(iii) a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Secretary or an Assistant Secretary Responsible Officer of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Loan Party (or of the general partner, board of directors or other governing body, Responsible Officer thereof authorized to act as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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 Responsible Officer in its jurisdiction of organization, (B) 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 (C) 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 of connection with this Agreement and the other Loan Documents to which it the Borrower is a party;
(iv) certificates as of a recent date certificate of the Pennsylvania Secretary of State evidencing that the Borrower is duly organized or formed, and is validly existing, in good standing of each Loan Party under the laws of its jurisdiction the State of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do businessPennsylvania;
(v) (A) an a favorable opinion of Xxxx Xxxxx Xxxxx L.L.P.LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent Lender, as to the matters to be addressed, an set forth in Exhibit E-1 and a favorable opinion of internal the deputy general counsel of the Borrower, addressed to the Administrative Agent and each Lender, in each case as to such customary the matters regarding the transactions contemplated herein as the Administrative Agent may reasonably requestset forth in Exhibit E-2;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, Borrower certifying (A) that the representations conditions specified in Sections 4.02(a) and warranties of the Borrower contained in Article V are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsb) on and as of the date hereofhave been satisfied, (B) that there has been no Default exists or would result from the execution of this Agreement, (C) material adverse change since December 31, 20112001 in the business, there has not occurred any event assets, liabilities (actual or contingent), operations, or condition that has had (financial or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (Dotherwise) as of the date hereof and immediately after giving effect to the transactions contemplated herein, the Borrower and its Subsidiaries are Solvent on subsidiaries taken as a consolidated basiswhole; and (C) the current Debt Ratings;
(vii) evidence that the financial statements set forth in Commitments under (i) the Form S-1 Existing Credit Agreement and (ii) the Credit Agreement dated as of November 8, 2001 among the Borrower, Bank of America, N.A., as administrative agent, Bank One, NA, as syndication agent, PNC Bank National Association, as documentation agent, and a syndicate of lenders have been or a link thereto on concurrently with the website of Closing Date are being terminated, and that the SECBorrower has repaid all amounts owed thereunder upon such termination;
(viii) a certification by a Responsible Officer of the General Partner, on behalf of the Borrower, evidence that the Form S-1, including all amendments thereto, available at Borrower is entering into the link on the website 364-Day Credit Agreement to the SEC provided in such certificate are true and correct be effective as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender Issuer or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(e) Concurrently with the Closing Date, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”).
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. .
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equitable Resources Inc /Pa/)
Conditions of Closing Date and Initial Credit Extension. The occurrence of the Closing Date and the obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party)General Partner, 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 reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement, sufficient in number for distribution to as reasonably requested by the Administrative Agent, each Lender and the Borrower;
(Aii) a Revolving Note executed by the Borrower in favor of each Lender and (B) a Swing Line that has requested such Note executed by at least two Business Days prior to the Borrower in favor of the Swing Line LenderClosing Date;
(iii) a certificate of a Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner, board of directors or other governing body, as applicable, of each Loan Party) General Partner certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the certificate or articles of limited partnership, formation or incorporation, as applicable, partnership of such Loan Party the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement, operating agreement, bylaws or other governing document, as applicable, agreement of such Loan Party the Borrower as in effect on the Closing Date and (C) resolutions duly adopted by the general partner, board General Partner of directors, or other governing body, as applicable, of such Loan Party the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it the Borrower is a party;
(iv) certificates as of a recent date of the good standing of each Loan Party the Borrower under the laws of its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do businessorganization;
(v) (A) an opinion of Wachtell, Lipton, Xxxxx Xxxxx L.L.P.& Xxxx, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 may reasonably request;
(vi) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112017, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated hereinherein to occur on the Closing Date, the Borrower and its Subsidiaries are Solvent on a consolidated basis;; and
(vii) the financial statements set forth in for the Form S-1 or a link thereto on the website of the SEC;
(viii) a certification by a Responsible Officer of the General Partnerfiscal year ended December 31, on behalf of the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing Date; and
(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require2017.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, Agreement and the other Loan Documents and the other transactions contemplated hereby.
(d) No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
(ei) Concurrently with On or prior to the Closing Date, (i) the Borrower shall consummate have delivered to the IPO Administrative Agent a Loan Notice requesting a Borrowing of General Loans hereunder to be made on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds Closing Date in an amount not less than $200 million sufficient to, and the proceeds of which shall be applied on the Closing Date to, prepay the aggregate principal amount of “Loans” outstanding under (and as defined in) the Existing Credit Agreement as of the date such Loan Notice was delivered to the Administrative Agent; and (ii) all of on the partnership interests of EquitransClosing Date, L.P. shall have been contributed, directly or indirectly, after giving effect to the Borrower by EQT Corporation prepayment described in the preceding clause (i), no more than $30,000,000 of “Loans” shall be outstanding under (and as defined in) the “Initial Asset Acquisition”)Existing Credit Agreement.
(f) Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
Appears in 1 contract
Conditions of Closing Date and Initial Credit Extension. The obligation of each Lender to enter into this Agreement and make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each 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:
(i) executed counterparts of this Agreement, sufficient in such number for distribution as may be requested by counsel to the Administrative Agent, ;
(ii) for each Lender and the Borrower;
so requesting, (A) a Revolving Note executed by the Borrower in favor of each such Lender and (B) a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) a certificate of a the Secretary or an Assistant Secretary of each Loan Party (or of the general partner, board of directors or other governing body, as applicable, of each Loan Party) certifying as to the incumbency and genuineness of the signature of each officer Responsible Officer of such Loan Party executing the Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) 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 (C) 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 of this Agreement and the other Loan Documents to which it is a party;
(iv) certificates as of a recent date of setting forth the good standing of each Loan Party under the laws Laws of (A) its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, and (B) each other jurisdiction where such Loan Party is in which the failure to be qualified to do businessbusiness in such jurisdiction would reasonably be expected to have a Material Adverse Effect;
(v) (A) an opinion of Xxxxxxx Xxxxx Xxxxx L.L.P.LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender and (B) subject to agreement by the Administrative Agent as to the matters to be addressed, an opinion of internal counsel of the Borrower, 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 request, which opinion shall permit reliance thereon by assignees permitted by Section 10.07(b), subject to customary conditions;
(vi) a certificate signed by of a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are 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 hereofClosing Date, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 20112013, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as to the matters set forth in Section 5.02(c);
(vii) a certificate signed by the chief financial officer of the date hereof General Partner or another Responsible Officer of the General Partner primarily responsible for the financial affairs of the Borrower, on behalf of the Borrower, certifying that on and immediately as of the Closing Date, after giving effect to the transactions contemplated hereinTransactions, the Borrower and its Subsidiaries are Solvent on a consolidated basis;
(viiviii) UCC search certificates in each jurisdiction reasonably requested by the financial statements set forth Administrative Agent or its counsel, in the Form S-1 or a link thereto each case reflecting no Liens on the website property of the SECBorrower and its Subsidiaries other than Liens permitted pursuant to Section 7.01;
(viiiix) a certification by a Responsible Officer of the General Partner, on behalf of Audited Financial Statements and the Borrower, that the Form S-1, including all amendments thereto, available at the link on the website to the SEC provided in such certificate are true and correct as of the Closing DatePro Forma Financial Statements; and
(ixx) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (Ai) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (Bii) the documentation and other information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (Ciii) all anti-money laundering documentation reasonably requested by the Administrative AgentAgent or any Lender.
(c) The Borrower 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 Administrative Agent) in connection with the transactions contemplated by this Agreement, including the IPO, and the other Loan Documents Transactions and the other transactions contemplated hereby.
(d) No actionThere shall not have occurred any event, suitchange, investigation occurrence or other proceeding is pending orcircumstance since December 31, to 2013 that, either individually or in the knowledge of the Borroweraggregate, threatened in any court has had or before any arbitrator or Governmental Authority that would could reasonably be expected to have a Material Adverse Effect.
(e) Concurrently Prior to or substantially concurrently with the Closing Dateeffectiveness of this Agreement, (i) the Borrower shall consummate the IPO on substantially the terms set forth in the Form S-1 and such IPO shall have generated gross cash proceeds in an amount not less than $200 million and (ii) all of the partnership interests of Equitrans, L.P. shall have been contributed, directly or indirectly, to the Borrower by EQT Corporation (the “Initial Asset Acquisition”)consummated.
(f) Any fees and expenses (including Attorney Costs) required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid. Unless waived by the Administrative Agent, the .
(g) The Borrower shall have paid all Attorney Costs of provided to the Administrative Agent and the Lenders evidence that it is carrying the insurance required to be maintained under Section 6.03(b).
(h) After giving effect to the extent invoiced prior to Borrowing on the Closing DateDate (if any), neither the Borrower nor any of its Subsidiaries shall have any material Debt for borrowed money other than Debt under this Agreement.
Appears in 1 contract
