Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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; (vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request; (vii) 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; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 6 contracts
Samples: Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
: (a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), 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 and each of the Lenders:
Agent: (i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution (or written evidence satisfactory to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
Note to the extent such Lender requests such Note at least three Business Days prior to the Closing Date; (iii) copies of a certificate dated the Organization Documents of each Loan Party certified to be true Closing Date and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified executed by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the Administrative Agent only amendments thereto as of such date) and each Lender(B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, as to the matters set forth in Exhibit G and such other matters concerning the Borrowercase may be, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with authorizing the execution, delivery and performance by such Loan Party of this Agreement and the validity against such Loan Party of the other Loan Documents to which it is a party, and that such consentsresolutions or written consents have not been modified, licenses rescinded or amended and approvals shall be are in full force and effecteffect without amendment, modification or (B) stating that no such consents, licenses or approvals are so required;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfiedrescission, and (By) that there has been no event or circumstance since as to the date incumbency and genuineness of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as signature of the Closing Dateofficers, signed by a Responsible Officer directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the other Loan Documents has been obtained and to which it is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireparty.
(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 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 4 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the followingfollowing (except those items that are expressly permitted to be delivered after the Closing Date pursuant to the Post-Closing Agreement), each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement Agreement, each of the Security Instruments and reaffirmations to the Guaranties Guaranty sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note Revolving Loan Notes executed by the Borrower in favor of each Revolving Lender requesting such a Note;
(iii) copies of Term Loan Notes executed by the Organization Documents Borrower in favor of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by applicable Term Lender requesting such a Responsible Officer of such Loan Party to be true and correct as of the Closing DateNote;
(iv) such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent Borrower and STAG Industrial GP, LLC are each Guarantor is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction requested by the Administrative Agent, including certified copies of each jurisdiction where its ownershipLoan Party’s Organization Documents, lease or operation shareholders’ agreements, certificates of properties or the conduct of its business requires such qualification, except good standing and/or qualification to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectengage in business;
(vi) a favorable opinion of DLA Piper LLP (US)Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, and appropriate local counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request;
(vii) a certificate certificates of a Responsible Officer Officers of each the Borrower or the applicable Loan Party Parties either (A) attaching copies of identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by such each Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfiedsatisfied and (B) as to the matters described in Section 5.01(d);
(ix) evidence satisfactory to the Arrangers of the consummation, prior to or substantially simultaneously with the occurrence of the Closing Date, of each of the following, in each case in compliance with all applicable laws and regulations, with the receipt of all necessary material governmental, shareholder and third party consents and approvals: (A) the issuance of the Subordinated Notes in accordance with the terms of the Subordinated Notes Indenture, and (B) that there has been no event or circumstance since the date repurchase and termination of substantially all of the Audited Financial Statements that has had or could be reasonably expected Existing Subordinated Notes pursuant to havethe Existing Subordinated Notes Tender, either individually or in and (C) the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as repurchase and termination of substantially all of the Closing Date, signed by a Responsible Officer of Existing Borrower Notes pursuant to the BorrowerExisting Borrower Notes Tender;
(x) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower certifying that, after giving effect to the entering into of the Loan Documents, including this amendment and restatement of the Existing Agreement, and the consummation of all of the Transactions, the Borrower and its Subsidiaries, measured on a consolidated basis, are Solvent;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xixii) a Disbursement Instruction Agreement effective as an initial Revolving Loan Notice, if any;
(xiii) an initial Term Loan Interest Rate Selection Notice with respect to either or both of the Agreement Date; andTerm Loan Facilities, as applicable, if any;
(xiixiv) delivery of Uniform Commercial Code financing statements, including amendments to Uniform Commercial Code financing statements filed in connection with the Existing Agreement, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Administrative Agent may require, including without limitation the delivery by the Borrower of all certificates evidencing Pledged Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto;
(xv) with respect to those parcels of real property set forth on Schedule 3.01, a Mortgage (or an amendment or modification to a Mortgage entered into in connection with the Existing Agreement) and such Mortgaged Property Support Documents as the Administrative Agent may request;
(xvi) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders;
(xvii) executed counterparts of the Post-Closing Agreement;
(xviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders may reasonably may require.
(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 reasonable 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 or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable 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).
(d) The Administrative Agent shall be satisfied that after giving effect to the initial Credit Extension hereunder, the remaining amount available to be drawn under the Revolving Credit Facility shall not be less than $100,000,000. Without limiting the generality of the provisions of the last paragraph of Section 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 3 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require (including, but not limited to, the Borrower’s Instruction Certificate substantially in the form of Exhibit I hereto) 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement completed Borrower Remittance Instructions effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 3 contracts
Samples: Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersLenders unless otherwise specified:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Reaffirmation Agreement, properly executed by a Responsible Officer of each of the Borrowers and by the other parties thereto, and sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Propertysuch party;
(ii) a Note properly executed by a Responsible Officer of each of the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) evidence that the Security Documents shall be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first security interest and Lien upon the Collateral, including, without limitation, (A) searches of UCC filings in the jurisdiction of organization or formation of each Borrower, in each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, and in each other jurisdiction requested by the Administrative Agent, (B) copies of the Organization Documents financing statements on file in such jurisdictions and evidence that no Liens exist other than Liens permitted hereunder, and (C) proper UCC-1 financing statements in form appropriate for filing under the Uniform Commercial Code of each Loan Party certified jurisdiction that the Administrative Agent may deem necessary or desirable in order to be true and complete by perfect the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing DateLiens created thereby;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent 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 Agreement, the Security Documents and the other Loan Documents to which such Loan Party Borrower is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Borrower is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US)Xxxxx & Xxxxxxx LLP, and other counsel or special counsel to the Loan PartiesBorrowers, as applicable, addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to the matters set forth in Exhibit G Administrative Agent and such other matters concerning each of the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestLenders;
(vii) a certificate of a Responsible Officer of each Loan Party Borrower either (A) attaching copies of all consents, licenses and approvals required or, in the opinion of the Administrative Agent, desirable in connection with the execution, delivery and performance by such Loan Party the Borrowers and the validity against such Loan Party the Borrowers of the Loan Documents to which it is a partythey are parties, 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;
(viii) a certificate signed by a Responsible Officer of the each Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance condition since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as (A) the unaudited consolidated financial statements of the Closing DateParent and its Subsidiaries for the fiscal quarter of the Parent ended September 30, signed 2021, (B) a pro forma calculation of the Consolidated Net Leverage Ratio (based upon the unaudited financial statements delivered to the Lenders pursuant to clause (A) above for the fiscal quarter of the Parent ended September 30, 2021) after giving effect to the Transactions, and (C) forecasts prepared by management of the Parent of balance sheets, income statements and cash flow statements on an annual basis for the fiscal year ending December 31, 2021 and each year thereafter through the fiscal year ending December 31, 2026, in each case after giving effect to the Transactions and in form of presentation reasonably satisfactory to the Administrative Agent and accompanied by a Responsible Officer certification that such financial statements provided under clause (A) of this Section 4.01(a)(ix) fairly presents in all material respects the business and financial condition of the BorrowerParent and its Subsidiaries and that such forecasts provided under clause (C) of this Section 4.01(a)(ix) have been prepared in good faith based upon assumptions believed to be reasonable at the time;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;, together with insurance binders or certificates of insurance; and
(xi) a Disbursement Instruction Agreement effective as duly completed Perfection Certificate in substantially the form of Exhibit H for each of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireBorrowers duly executed by a Responsible Officer thereof.
(b) Any fees and expenses required to be paid to the Administrative Agent, the Arrangers and/or the Lenders on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel (including any local counsel) to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date.
(d) Upon the request of any Lender prior to the Closing Date, plus the Parent shall have provided to such additional amounts Lender (i) all documentation and other information requested in order to comply with requirements of regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, other than any Borrower that is directly or indirectly owned by a Person that is exempt from the definition of a “legal entity customer” under 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)regulation. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03 or the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 3 contracts
Samples: Credit Agreement (Casella Waste Systems Inc), Specified Acquisition Loan Joinder (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), 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 and each of the LendersAgent:
(i) executed counterparts of this Agreement, the Security Agreement and reaffirmations to the Guaranties sufficient in number for distribution each Intellectual Property Security Agreement (or written evidence satisfactory to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart);
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of Note to the Organization Documents of each Loan Party certified extent such Lender requests such Note at least two Business Days prior to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viiiii) a certificate of dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party either and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party, if applicable, and (Ay) attaching copies that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of all consentssuch date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other relevant governing body, licenses and approvals required in connection with as the case may be, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the validity against such Loan Party of the other Loan Documents to which it is a party, and that such consentsresolutions or written consents have not been modified, licenses rescinded or amended and approvals shall be are in full force and effecteffect without amendment, modification or rescission, and (By) stating that no as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party.
(iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such consents, licenses or approvals are so requiredconcept is applicable for the relevant jurisdiction);
(viiiv) the legal opinion of Gxxxxxx Procter LLP, acting as New York counsel for the Borrower and each other Loan Party, addressed to the Administrative Agent and each Lender and reasonably satisfactory to the Administrative Agent;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfiedBorrower, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate dated as of the Closing Date, signed as to the matters set forth in Section 4.01(c), (g), (h) and (i);
(vii) a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension;
(viii) a certificate from the chief financial officer, chief accounting officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date, substantially in the form of Exhibit L hereto;
(ix) subject to the last paragraph of this Section 4.01, each document (including any UCC (or similar) financing statement) required by the applicable Collateral Documents to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered on the Closing Date, prior and superior in right to any other Person (other than with respect to Liens permitted under this Agreement), shall be in proper form for filing, registration or recordation;
(x) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank;
(xi) a completed Perfection Certificate, dated the Closing Date and executed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateParties; and
(xii) Intellectual Property Security Agreements, if any, duly executed by each Loan Party required to execute such other assurancesIntellectual Property Security Agreement pursuant to the Security Agreement, certificates, documents, consents or opinions as in proper form for filing with the Administrative Agent United States Patent and Trademark Office or the Required Lenders reasonably may require.United States Copyright Office, as applicable;
(b) Any all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent, the Arrangers and the Lenders on or before the Closing Date (including fees pursuant to the Fee Letters) shall have been paidpaid in full in cash (which amounts may be offset against the loan proceeds funded on the Closing Date) (and in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower)).
(c) Unless waived by the Administrative Agentsince November 7, the Borrower 2018, there shall not have paid all fees, charges occurred and disbursements of counsel to the Administrative Agent be continuing any Closing Date Material Adverse Effect.
(directly to such counsel if requested by the Administrative Agentd) to the extent invoiced No later than three Business Days prior to the Closing Date, plus the Administrative Agent shall have received the applicable IRS Form W-8 or IRS Form W-9 (or other applicable tax form) and all documentation and other information reasonably requested by the Administrative Agent (on behalf of any Lender) in writing at least ten (10) days in advance of the Closing Date, which documentation or other information is reasonably determined by the Administrative Agent or applicable lender to be required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (including, for the avoidance of doubt, a Beneficial Ownership Certification).
(e) The Arranger shall have received the Specified Financial Statements and the Pro Forma Financial Statements.
(f) The Refinancing shall have been consummated, or shall be consummated substantially simultaneously with the borrowing of the Initial Term Loans.
(g) The Equity Contribution shall have been made, or will be made substantially simultaneously with the borrowing of the Initial Term Loans.
(h) The Acquisition shall have been consummated, or substantially simultaneously with the borrowings of the initial Credit Extension hereunder, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers, other than those modifications, amendments, consents or waivers by the Borrower that are materially adverse to the interests of the Lenders.
(i) The Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any such additional amounts representation that (a) is made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such feesspecified date and (b) is by its terms qualified by materiality or Material Adverse Effect, charges such representation shall be true 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 Agentcorrect in all respects). Without limiting the generality of the provisions of the last paragraph of Section 10.039.03(b), for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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. Notwithstanding anything to the contrary contained herein, none of the making of any representation under Article 5 (except as expressly set forth in Section 4.01(i)) or the accuracy of any such representation or any supplement thereto (except as expressly set forth in Section 4.01(i)) shall constitute a condition precedent to the availability and/or initial funding of the Facilities on the Closing Date, and the only conditions (express or implied) to the availability of the Facilities on the Closing Date are those expressly set forth in this Section 4.01, and such conditions shall be subject in all respects to the provisions of this Section 4.01, including the paragraph below. Notwithstanding the foregoing, to the extent any Guaranty or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than, (i) the Guaranties executed by the Loan Parties, (ii) a Lien on Collateral of the Loan Parties that may be perfected solely by the filing of a financing statement under the UCC and (iii) a pledge of the Equity Interests of the Loan Parties (other than Holdings) with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate (or entry in a stock register or equivalent)) after the Borrower’s or Holdings’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Guaranty or Lien search and the provision and/or perfection of such Collateral (and, in the case of any such Guaranty or Collateral, any legal opinion or other deliverables with respect thereto required under Sections 4.01(a)(v)) shall not constitute a condition precedent to the availability and initial funding of the Loans on the Closing Date but instead shall be required to be delivered and/or perfected within (X) in the case of certificated equity interests, ten (10) business days after the Closing Date and (Y) in the case of other Collateral, ninety (90) days after the Closing Date (or, in each case, such longer period as may be agreed by the Administrative Agent in its reasonable discretion) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent acting reasonably.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 3 contracts
Samples: Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.)
Conditions of Initial Credit Extension. The effectiveness of the amendment and restatement of the Original Credit Agreement pursuant to this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender:
(i) executed counterparts of this Agreement, and the Reaffirmation Agreement and reaffirmations to the Guaranties of even date, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a NoteLender;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender 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;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are such Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion letter of DLA Piper LLP (US), counsel to the Loan Parties, Parties acceptable to Lender addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses in form 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 substance satisfactory 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateLender; and
(xiivi) such other the assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders and opinion letters (A) listed on Schedule 4.01 hereto and (B) otherwise reasonably may requirerequired by Lender.
(b) Any All fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative AgentLender, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent Lender (directly to such counsel if requested by the Administrative AgentLender) 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 2 contracts
Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date on or before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, the Security Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Propertyother Collateral Document;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 Party, is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is (A) duly organized or formed, formed and that the Borrower, the Parent and STAG Industrial GP, LLC are (B) validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to Lender (which opinion shall expressly permit reliance by successors and permitted assigns of the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestaddressees thereof);
(viivi) a certificate of a Responsible Officer of each of 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Cxxxxxxxx certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements June 30, 2020 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of Cxxxxxxxx ended December 31, 2020, signed by a Responsible Officer of Cxxxxxxxx, together with the Borrowerconsolidated balance sheet of Cxxxxxxxx and its Consolidated Subsidiaries as of the fiscal quarter ended December 31, 2020, together with related consolidated statements of operations and retained earnings and cash flows for such fiscal quarter and the then elapsed portion of such fiscal year;
(ix) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(x) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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 paidpaid (including, without limitation, all fees to be paid pursuant to Section 2.10(b)) to the Administrative Agent, the Arrangers and the Lenders and any other accrued and unpaid fees or commissions due hereunder.
(c) Unless waived by the Administrative Agent, the Borrower Cxxxxxxxx shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent actually incurred and 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 Borrower Cxxxxxxxx and the Administrative Agent).
(i) Upon the reasonable request of any Lender made at least seven (7) days prior to the Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three (3) days prior to the Closing Date and (ii) at least three (3) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (if applicable), 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 and each of the LendersLender:
(i) executed counterparts of this Agreement Agreement, and reaffirmations to the Guaranties all Collateral Documents, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note[Reserved];
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender may 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;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan PartiesParties acceptable to Lender, addressed to the Administrative Agent and each Lender, as in form and substance satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestLender;
(viivi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required by any Governmental Authority 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to commitments under the Loan Documents has Credit Agreement dated July 1, 2004 between Borrower and Xxxxx Fargo Bank, N.A., as lender (as amended, the “Existing Credit Agreement”), have been obtained or concurrently with the Closing Date are being terminated, and is all outstanding amounts thereunder paid in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datefull and all Liens securing obligations thereunder terminated; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may require.
(b) Any fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative AgentLender, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent Lender (directly to such counsel if requested by the Administrative AgentLender) 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 .
(d) The Closing Date shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred on or before February 27, 2009.
Appears in 2 contracts
Samples: Credit Agreement (Gen Probe Inc), Credit Agreement (Gen Probe Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (iv) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, the Syndication Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Secretary or Assistant Secretary of each Loan Party the Borrower as the Administrative Agent may require evidencing to establish the identity, identities of and verify the 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 the Borrower is a party;
(viv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence verify that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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 effectincorporated or has any headquarter function, or (B) stating that no such consents, licenses or approvals are so requiredin which it has a substantial operating facility; including certified copies of the Borrower's Organization Documents and certificates of good standing and qualification to engage in business;
(viiiv) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect; and (C) the current Debt Ratings;
(ixvi) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements an affirmative opinion of counsel to the Administrative Agent Borrower addressing such matters as are set forth in Exhibit E hereto;
(directly to such counsel if requested by vii) evidence (A) that all amounts outstanding under the Administrative AgentExisting Credit Facility have been repaid, and (B) to that the extent invoiced prior to "commitments" of the lenders under the Existing Credit Facility have been or concurrently with 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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.are being terminated; and
Appears in 2 contracts
Samples: Credit Agreement (Harris Corp /De/), Credit Agreement (Harris Corp /De/)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:precedent (unless compliance is waived in accordance with Section 11.01):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies, faxes or telecopies scanned pdf files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgreement;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies the Security Agreement (General Partner), the Security Agreement (Parent and Subsidiaries), the General Partner Guaranty, the Subsidiary Guaranty, and all other Collateral Documents required by the Administrative Agent (including any other amendments, modifications, restatements, confirmations, or reaffirmations of any “Collateral Documents” executed and delivered in connection with the Existing Credit Agreement, as the Administrative Agent may reasonably require), executed by the Loan Parties party thereto in appropriate form for recording, where necessary, together with evidence that such reasonable actions as are necessary, or in the opinion of the Organization Documents of each Loan Party certified Administrative Agent or the Required Lenders desirable, to be true and complete by perfect the appropriate Governmental Authority of Administrative Agent’s Liens in the state Collateral have been taken or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party arrangements therefor reasonably satisfactory to be true and correct as of the Closing DateAdministrative Agent have been made;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in each its 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 Effectorganization;
(vi) a favorable opinion of DLA Piper LLP (US)Proskauer Rose LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) that as of the Closing Date no Default (as defined in the Existing Credit Agreement) exists under the Existing Credit Agreement;
(ix) a duly completed Compliance Certificate as certificate of the Closing Date, signed by a Responsible Officer of the Borrower;
Borrower confirming that (xA) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
, (xiB) a Disbursement Instruction Agreement effective as there are no past due premiums in respect of any such insurance, (C) the Administrative Agent, on behalf of the Agreement DateSecured Parties, is named as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitute Collateral, and (D) all (1) standard flood hazard determination forms and, (2) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise reasonably required by the Administrative Agent have been delivered; and
(xiix) such other assurances, certificates, documents, consents certificates or opinions documents as the Administrative Agent Agent, any L/C Issuer, the Swing Line Lender or the Required Lenders any Lender reasonably may require.
(bi) Any All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel (including local 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 AgentAgent or such counsel).
(d) The Closing Date shall have occurred on or before January 31, 2012.
(e) The conditions precedent set forth in Section 4.02 shall have been satisfied. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyGuaranty;
(ii) a Note executed by the Borrower in favor of each Lender requesting a NoteNote and a Swing Line Note executed by the Borrower in favor of the Swing Line Lender;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary or similar officer of each Loan Party as the Administrative Agent may 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease of incorporation 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 Effectformation;
(viv) a favorable opinion of DLA Piper LLP (US)Fulbright and Xxxxxxxx, L.L.P., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestF;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying certifying, as of the Closing Date, (A) that the conditions specified representations and warranties of the Loan Parties set forth in Sections 5.02(athe Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality or is limited to a specific date), (B) no Default or Event of Default has occurred and is continuing or, after giving effect to the initial Borrowing contemplated hereunder or the application of proceeds therefrom, immediately would result therefrom; and (b) have been satisfied, and (BC) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to havehave or result in, either individually or in the aggregate, a Material Adverse Effect;
(viii) a certificate signed by the chief financial officer of the Borrower certifying that each of the Loan Parties (on a consolidated basis with the Subsidiaries), in each case after giving effect to the initial Borrowing contemplated hereunder, the application of the proceeds thereof and the consummation of the other transactions contemplated hereby, is or are Solvent;
(ix) a certificate signed by the chief financial officer of the Borrower certifying that immediately after giving pro forma effect to the initial Borrowings, the Borrower shall be in compliance with Section 7.10;
(x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower;
(xxi) evidence that all insurance required to be maintained pursuant satisfactory to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as Administrative Agent of the termination of the Existing Credit Agreement and repayment of all amounts due thereunder on or before the Closing Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require.
(b) There shall not have occurred (i) any bankruptcy of any Loan Party, or (ii) any material pending or threatened litigation or other proceeding by or against a Loan Party that has a reasonable likelihood of being adversely determined, and if adversely determined, would reasonably be expected to materially and adversely affect the ability of the Loan Parties as a whole to repay when due the Loans contemplated herein.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(e) The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent and each such Lender shall have reasonably requested in order to comply with its respective obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 2 contracts
Samples: Credit Agreement (Patterson Uti Energy Inc), Credit Agreement (Patterson Uti Energy Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Company as the Administrative Agent may 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 it is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Company is duly organized or formed, and that the Borrower, the Parent Company is validly existing and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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 Effectstanding;
(viv) favorable opinions of a favorable opinion vice president and assistant general counsel of DLA Piper LLP (US)the Company and K&L Gates LLP, special outside counsel to the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestG;
(viivi) a certificate of a Responsible Officer of each Loan Party the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Company and the validity against such Loan Party the Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of December 30, 2012;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Company ended on December 30, 2012, signed by a Responsible Officer of the BorrowerCompany;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is all amounts owing thereunder have been, or concurrently therewith are being, paid in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datefull; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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 will have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall Company will have paid all 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall will 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 will not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall will 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 will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 2 contracts
Samples: Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension on the Closing Date hereunder is subject to prior or concurrent satisfaction of the following conditions precedent:precedent (subject to Section 6.12(c) hereof):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officialsofficials and certain other documents to be agreed, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties each other Loan Document, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Borrowers party to this Agreement on the Closing Date in favor of each Lender requesting a NoteNotes;
(iii) (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the Organization extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party certified to be true approving and complete by authorizing the appropriate Governmental Authority execution, delivery and performance of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 it is a party;
(v) such documents and certifications party or by which it or its assets may be bound as the Administrative Agent may reasonably require to evidence that each of the Closing Date and, in respect of the U.K. Borrower, authorizing the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified Company to engage in business in each jurisdiction where act as 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required agent in connection with the executionLoan Documents, delivery certified as of the Closing Date by its secretary or an assistant secretary as being in full force and performance effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated the Closing Date or a recent date prior thereto and (E) to the extent requested by such Loan Party the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the validity against such Loan Party of transactions contemplated by, the Loan Documents to which it the U.K. Borrower is a party, 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;
(viiiii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded.
(iv) a favorable opinion of Xxxxx Xxxxxxx LLP, counsel for the U.S. Loan Parties, Xxxxx Xxxxxxxxxxx Xxxxx S.C., Wisconsin counsel for the Loan Parties (or another law firm reasonably acceptable to Administrative Agent) and Xxxxx Xxxxxxx LLP, U.K. counsel for the U.K. Borrower, in each case as to such matters as the Administrative Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent;
(v) [reserved];
(vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements September 27, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixvii) a duly completed Compliance Certificate as of certificate from the Closing Date, signed by a Responsible Officer of applicable Loan Party’s insurance broker or other evidence satisfactory to the Borrower;
(x) evidence Administrative Agent that all insurance required to be maintained pursuant to the Loan Documents has been obtained and Section 6.05 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 6.05;
(viii) (A) evidence that the outstanding obligations under the Existing Credit Agreement shall have been repaid in full and all commitments to lend or make other extensions of credit thereunder shall have been terminated and (B) all documents or instruments necessary to release or evidence the release of all Liens securing the obligations under the Existing Credit Agreement or other obligations thereunder being repaid on the Closing Date (the “Refinancing”);
(ix) a certificate attesting to the Solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to the Transactions (as defined in the Solvency Certificate) and the Borrowings hereunder as if they occurred on the Closing Date, from the Company’s chief financial officer, substantially in the form of Exhibit M;
(x) a certificate signed by the chief financial officer of the Company certifying (on a Pro Forma Basis after giving effect to the incurrence of Indebtedness under the Facilities, the Refinancing and the other transactions to occur on the Closing Date) that the Company is in compliance with the financial covenants in Section 7.07 as of the last day of the then-most recently completed Test Period.
(xi) [Reserved].
(xii) Personal Property Collateral:
(A) evidence that each U.S. Loan Party shall have taken or caused to be taken any action, executed and delivered or caused to be executed and delivered any agreement, document or instrument (including any Intellectual Property Security Agreements, intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.01(b) or (x), UCC financing statements, originals of securities, instruments and chattel paper, any agreements governing deposit and/or securities accounts, in each case, to the extent required under and subject to the provisions of the Pledge and Security Agreement and any other Collateral Documents) and made or caused to be made searches of UCC filings in the jurisdiction of the chief executive office and state of organization of each U.S. Loan Party and each jurisdiction where a Disbursement Instruction UCC filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, or any filing or recording in furtherance thereof or in connection therewith, in each case, to the extent reasonably required by the Collateral Agent and in each case, subject to the provisions of the Pledge and Security Agreement effective and the other provisions hereof;
(B) completed Perfection Certificate dated as of the Agreement DateClosing Date and executed by a Responsible Officer of each U.S. Loan Party, together with all attachments contemplated thereby;
(C) fully executed Intellectual Property Security Agreements, in proper form for filing or recording in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, in accordance with Section 4.03 of the Pledge and Security Agreement; and
(xiiD) such evidence that each U.S. Loan Party shall have taken or caused to be taken any other assurancesaction, certificatesexecuted and delivered or caused to be executed and delivered any other agreement, documents, consents document and instrument and made or opinions caused to be made any other filing and recording (other than as the Administrative Agent or the Required Lenders set forth herein) reasonably may requirerequired by Collateral Agent.
(b) Any fees required to be paid pursuant to the Fee Letter on or before the Closing Date shall have been paid. It is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (b) shall be paid in accordance with the Flow of Funds Memorandum delivered by the Company to the Administrative Agent on the Closing Date.
(c) Unless waived by the Administrative Agent, the Borrower The Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent reimbursable hereunder and 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance It is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (c) shall be paid in accordance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed Flow of Funds Memorandum delivered by the Company 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 on the proposed Closing Date specifying its objection thereto.Date
Appears in 2 contracts
Samples: Refinancing Amendment (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies fax transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLenders unless otherwise specified:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyParent;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of for each Loan Party Party, (A) its charter (or similar formation document), certified to be true and complete by the appropriate Governmental Authority of the state governmental authority, or other jurisdiction of its incorporation or organization, where applicable, and certified by in lieu thereof a Responsible Officer of certification from such Loan Party that its charter (or similar formation document) has not changed from those previously delivered to be true the administrative agent under the Existing Credit Agreement, (B) its bylaws (or similar governing document), or in lieu thereof a certification from such Loan Party that its bylaws (or similar governing document) have not changed from those previously delivered to the administrative agent under the Existing Credit Agreement, (C) resolutions duly adopted by its board of directors (or similar governing body) approving such Loan Party’s execution, delivery and correct as performance of this Agreement and the Closing Date;
other Loan Documents to which it is party, and (ivD) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof of such Loan Party 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent each Loan Party is validly existing and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in each its 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 Effectorganization;
(viv) a favorable an opinion of DLA Piper LLP (US)Xxxxxxx Procter LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as in form and substance satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Administrative Agent and the Loan Documents as the Required Lenders may reasonably requestLenders;
(viivi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all stating that no consents, licenses and or approvals of any Governmental Authority or pursuant to any Material Contract are 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Borrowers certifying (A) that the conditions specified in Sections 5.02(a4.01(e) and (f) and Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees and expenses required to be paid pursuant to any Loan Document on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) payable pursuant to the Loan Documents to the extent invoiced prior to or on the Closing Date.
(d) The Closing Date shall have occurred on or before March 31, plus such additional amounts of such fees2021.
(e) There shall have been no event or circumstance since August 29, charges and disbursements as 2020 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
(f) There shall constitute its reasonable estimate of such feesbe no action, charges and disbursements incurred suit, investigation or proceeding pending 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 knowledge of the provisions of the last paragraph of Section 10.03Borrowers, for purposes of determining compliance with the conditions specified threatened in this Section 5.01, each Lender writing in any court or before any arbitrator or Governmental Authority that has signed this Agreement shall had or could reasonably be deemed expected 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 theretoMaterial Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp)
Conditions of Initial Credit Extension. The obligation of each Lender and the L/C Issuer to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, 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 and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to by the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicableapplicable or unless otherwise approved by the Administrative Agent, and certified by a Responsible Officer secretary or assistant secretary of such Loan Party Borrower to be true and correct as of the Closing Date;; in respect of each Belgian Borrower, (A) copy of the deed of incorporation (oprichtingsakte/acte de constitution), (B) copy of the latest consolidated articles of association (gecoördineerde statuten/statuts coordonnés), (C) copy of the share register, (D) a non-bankruptcy extract (attest van niet-xxxxxx/certificat de non-faillite) issued by the clerk’s office of the relevant Commercial Court and dated not earlier than 3 days prior to the Closing Date or, if relevant, the date of accession, (E) an extract from the Crossroad Bank for Enterprises dated not earlier than 3 days prior to the Closing Date or, if relevant, the date of accession and (F) evidence that an extract of the resolution delivered pursuant to Section 5.01(a)(iv) has been filed with the clerk of the relevant Commercial Court, in accordance with Article 556 of the Belgian Company Code.
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent 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 Borrower is a party; in respect of each Belgian Borrower, resolutions of the board of directors or, as the case may be, the board of managers, (A) approving the terms of, and the transactions contemplated by the Loan Documents and resolving that it will enter into, execute and perform the Loan Documents to which it is a party, (B) authorising a specific person or persons to execute the Loan Documents to which it is a party on its behalf, (C) authorising a specific person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Loan Documents to which it is a party, (D) appointing and/or confirming the appointment of the Company as its agent and any process agents required pursuant to the terms of the Loan Documents, and (E) stating that the entering into and execution of the Loan Documents is in its corporate benefit and in conformity with its corporate purpose; in respect of each Belgian Borrower which is a “commanditaire vennootschap op aandelen (CVA) / société en commandite par actions (SCA)”, resolutions of its shareholders’ meeting, or written resolutions of all its shareholders, approving the change of control provisions in the Loan Documents, to which such Belgian Borrower is a party, including without limitation, Section 8.02;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrowers is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease state of organization 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 Effectformation;
(vi) a favorable opinion opinions of DLA Piper LLP (US)Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, Xxxxxxxx Xxxxxxx LLP, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Loan PartiesBorrowers, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.01(c) and 5.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectcurrent Debt Ratings;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative AgentSince December 31, the Borrower shall have paid all fees2017, 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 there shall not thereafter preclude have occurred a final settling of accounts between material adverse change in the Borrower and the Administrative Agent). Without limiting the generality operations, business, properties, liabilities (actual or contingent) or financial condition of the provisions of Company or the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Consolidated Group taken as a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretowhole.
Appears in 2 contracts
Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies electronic copies of originals (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:):
(i) executed counterparts of this Agreement Agreement, the Security Agreement, the Company Guaranty, the Subsidiary Guaranty, and reaffirmations each Note (to the Guaranties sufficient in number for distribution extent any such Note has been requested at least two Business Days prior to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyClosing Date);
(ii) a Note executed by Perfection Certificate for each of the Borrower in favor of each Lender requesting a NoteLoan Parties;
(iii) copies of a Committed Loan Notice with respect to the Organization Documents of each Loan Party certified Loans to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of made on the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers (i) a certificate of each Loan Party as Party, dated the Administrative Agent may require evidencing the identityClosing Date and executed by a secretary, authority and capacity of each assistant secretary or other Responsible Officer thereof thereof, which shall (A) certify that attached thereto are (x) a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date, which by-laws or operating, management, partnership or similar agreement are in full force and effect, and (z) a true and complete copy of the resolutions or written consent of its Board of Directors authorizing the execution and delivery of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and sign the other Loan Documents to which such Loan Party is a party;party on the Closing Date and (ii) a good standing (or equivalent) certificate dated as of a recent date for each Loan Party from the relevant authority of its jurisdiction of organization; and
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable customary opinion of DLA Piper LLP (US)Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate Lender as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) The Administrative Agent and the Lenders shall have received from the Company an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Company, in form satisfactory to the Administrative Agent and the Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Company and its Subsidiaries on an annual basis for 2022, 2023, 2024, 2025 and 2026.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) The Administrative Agent and the Arrangers shall have received all documentation and other information about any Loan Party that shall have been reasonably requested in writing by the Administrative Agent (including on behalf of the initial Lenders) or the Arrangers at least ten Business Days in advance of the Closing Date, which documentation or other information the Arrangers have reasonably determined is required by US regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(e) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two Business Days 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 Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 2 contracts
Samples: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Conditions of Initial Credit Extension. The effectiveness of this Agreement, the amendment and restatement of the Original Credit Agreement and the obligation of the L/C Issuer and each Lender (if applicable) to make its initial the Credit Extension hereunder requested to be made by it on the Closing Date 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note executed by the Borrower Company in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date[intentionally omitted];
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Company as the Administrative Agent may 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 partyDocuments;
(v) such all trust, corporate, partnership, limited liability company and legal proceedings of the Company authorizing the transactions contemplated by this Agreement, all Organization Documents of the Company and the other documents in effect on the Closing Date, and all information and copies of all documents and certifications as papers, including records of corporate and partnership proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent may have reasonably require requested in connection therewith, such documents and papers where appropriate to evidence that each of the Borrowerbe certified by proper corporate, the Parent and STAG Industrial GP, LLC are duly organized partnership or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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 Effectgovernmental authorities;
(vi) a favorable opinion of DLA Piper LLP (US)Xxxxx Lovells US LLP, special counsel to the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(vii) 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[intentionally omitted];
(viii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfiedsatisfied and immediately prior to the Closing Date there exists no Default or Event of Default under the Original Credit Agreement, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect and (C) the current Debt Rating;
(ix) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Company ended on March 31, 2019 signed by a Responsible Officer of the BorrowerCompany;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect[intentionally omitted];
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date[intentionally omitted]; and
(xii) such other assurances, certificates, documents, documents or consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable and documented out-of-pocket 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 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 Borrower Company and the Administrative Agent).
(d) On the Closing Date, no litigation by any entity (private or governmental) shall be pending or threatened (i) with respect to any Loan Document or the transactions contemplated thereby or (ii) which the Administrative Agent or the Lenders shall determine could reasonably be expected to have a Material Adverse Effect.
(e) There shall have been delivered to the Administrative Agent: (i) a solvency certificate in the form of Exhibit K, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date from an Authorized Financial Officer of the Company certifying as to the solvency of the Company and its Subsidiaries taken as a whole and the Company on a stand-alone basis and (ii) if requested by the Administrative Agent, such information regarding the compliance by the Company with the requirements of Section 6.04 for the business and properties of the Company and its Subsidiaries.
(f) The Administrative Agent shall have received the financial statements and the Projections referred to in Section 5.05(d).
(g) [Intentionally Omitted].
(i) Since December 31, 2018, nothing shall have occurred (and neither the Administrative Agent nor any of the Lenders shall have become aware of any facts, conditions or other information not previously known) which the Administrative Agent or the Required Lenders shall determine has had, or believe could reasonably be expected to have, a Material Adverse Effect.
(ii) On or prior to the Closing Date, all necessary governmental (domestic and foreign) and material third party approvals and consents in connection with the transactions contemplated by the Loan Documents to occur on or prior to the Closing Date and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Loan Documents to occur on or prior to the Closing Date.
(i) (i) Upon the reasonable request of any Lender made at least ten days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, in each case at least three days prior to the Closing Date and (ii) at least three days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower.
(j) Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 2 contracts
Samples: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.)
Conditions of Initial Credit Extension. The obligation occurrence of each Lender to make its initial Credit Extension hereunder the Closing Date is subject to satisfaction of the following conditions precedent:precedent (except to the extent waived pursuant to Section 10.01):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;; 75911819_12
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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 the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by of a Responsible Officer of the Borrower certifying stating (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
Effect and (ixC) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datecurrent Ratings; and
(xiiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, any 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent). 75911819_12
(d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated.
(e) The Closing Date shall have occurred on or before April 7, 2016. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 received by it (or deemed to be received by such Lender by having been posted on IntraLinks) 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 2 contracts
Samples: Credit Agreement (Ross Stores Inc), Credit Agreement (Ross Stores Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial any Credit Extension hereunder on the Closing Date is subject to satisfaction of the following conditions precedentprecedent at or substantially simultaneously with the making of such Credit Extension:
(a) The Administrative Agent’s receipt Agent shall have received each of the following, each of which shall be originals or telecopies facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, 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 and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to in sufficient number as the Guaranties sufficient in number for distribution to Agent shall request on behalf of the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;Lenders; and
(ii) a Note executed by the Borrower Company in favor of each Lender requesting that has requested a Note;Note at least three (3) Business Days prior to the Closing Date.
(iiib) The Agent shall have received:
(i) copies of the Organization resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of the Company authorizing the Closing Date Transactions to which the Company is a party, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and
(ii) a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents of each Loan Party certified to be true and complete delivered by the appropriate Governmental Authority Company hereunder.
(c) The Agent shall have received:
(i) the articles or certificate of incorporation of the state or other jurisdiction Company as in effect on the Closing Date, certified by the Secretary of State of its state of incorporation or organizationorganization as of a recent date;
(ii) the bylaws the Company as in effect on the Closing Date, where applicable, and certified by a Responsible Officer the Secretary or Assistant Secretary of such Loan Party to be true and correct the Company as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viiiii) a certificate of good standing for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a Responsible Officer recent date; and
(iv) a compliance certificate for each Insurance Subsidiary from the Department of each Loan Party either Insurance of its jurisdiction of domicile as of a recent date.
(Ad) attaching copies The Agent shall have received a written opinion, reasonably acceptable to the Agent in form and substance, from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company.
(e) The Agent shall have been paid all accrued and unpaid fees, and reasonable costs and expenses to the extent then due and payable to the Agent on or before the Closing Date, including accrued and projected Attorney Costs of the Agent to the extent invoiced two (2) Business Days prior to the Closing Date.
(f) The Agent shall be satisfied (and may, but shall not be obligated to, rely on the receipt of a certificate from any Company or any Affiliate thereof for all consents, licenses and approvals required or part of such purpose) that the Senior Notes shall have been issued in connection accordance with the executionSenior Notes Indenture, delivery and performance by such Loan Party and the validity against such Loan Party of Company shall have received the Loan Documents to which it is a party, and such consents, licenses and approvals net proceeds thereof.
(g) The Agent shall be in full force reasonably satisfied that (i) the Company and effect, its Subsidiaries shall have terminated any commitments to lend or make other extensions of credit under the Existing Credit Agreement and (Bii) stating that no such consents, licenses or approvals are so required;all Liens securing Indebtedness pursuant to the Existing Credit Agreement and the Existing Senior Secured Notes on the Closing Date shall have been released.
(viiih) The Agent shall have received (i) a certificate signed by a Responsible Officer on behalf of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfiedCompany, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate dated as of the Closing Date, signed confirming that the Company and its Subsidiaries have received all required approvals of the transactions contemplated hereby and by the other Loan Documents, including the Closing Date Transactions, from each applicable Governmental Authority and (ii) a Responsible solvency certificate executed by the Chief Financial Officer of the Borrower;Company, substantially in the form of Exhibit I.
(xi) evidence that all insurance required to be maintained pursuant All governmental authorizations and third party approvals (or arrangements reasonably satisfactory to the Loan Documents has Lenders in lieu of such approvals) necessary in connection with the financing contemplated hereby and the continuing operations of the Company and its Subsidiaries shall have been obtained and is be in full force and effect;
(xi) , in each case except for such authorizations and approvals as would not be reasonably likely to have a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requireMaterial Adverse Effect.
(bj) Any fees required to be paid on or before the Closing Date The Agent shall have been paidreceived such other approvals, documents or materials as the Agent may reasonably request, all in form and substance reasonably satisfactory to the Agent.
(ck) Unless waived by the Administrative Agent, the Borrower The Company and each of its Subsidiary shall have paid all fees, charges provided the documentation and disbursements of counsel other information to the Administrative Agent (directly to such counsel if requested that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Administrative Agent) Patriot Act, to the extent invoiced the Company shall have received written requests therefor at least seven (7) days 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 l) The Company shall have received notice a public corporate family rating of at least Ba2 with a stable or positive outlook and an unsecured debt rating of at least Ba2 from such Lender prior to the proposed Closing Date specifying its objection thereto.Xxxxx’x and a public corporate credit rating of at least BB+ with a stable or positive outlook and an unsecured debt rating of at least BB+ from S&P.
Appears in 2 contracts
Samples: Credit Agreement (CNO Financial Group, Inc.), Credit Agreement (CNO Financial Group, Inc.)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:):
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of Bank of America and each other Lender requesting a Note;
(iii) an Ancillary Document Confirmation, along with:
(A) completed requests for information, dated on or before the date of the initial Credit Extension, listing all other effective financing statements filed in all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement that name any Loan Party as debtor, together with copies of such financing statements as have been filed since the Organization Documents Closing Date,
(B) evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken;
(iv) a certificate of an authorized officer of each Loan Party, attaching: (a) either (x) a copy of the articles or certificate of incorporation of such Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization (or other jurisdiction comparable official in the United Kingdom and Canada) of its incorporation such Loan Party or organization, where applicable, and certified (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to be true and correct as of such articles or certificate since the Closing Date;
, in either case together with certificates of such official attesting to the valid existence, good standing and qualification to engage in business in such Loan Party’s jurisdiction of organization; (ivb) either (x) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the date of such certification or (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to such bylaws or operating agreement since the Closing Date; and (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US)Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) a favorable opinion of local counsel to the Loan Parties in each jurisdiction of organization of any Loan Party, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(vii) 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[Intentionally Omitted];
(viii) a certificate certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as certificate, substantially in the form of Exhibit L, from each Loan Party attesting to the Closing DateSolvency of each Loan Party before and after giving effect to the Transaction, signed by a from its chief financial officer or other Responsible Officer of the BorrowerOfficer;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders any Lender reasonably may require.
(bi) Any All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Restatement Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 or on the Closing Restatement 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).
(d) No changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding Holdings and its Subsidiaries or the Transaction after December 31, 2011 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities or any other aspect of the Transaction.
(e) There shall be no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Restatement Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Gsi Group Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, the Guaranty, the Security Agreement and reaffirmations to the Guaranties each other Collateral Document, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formedformed (including copies of Organization Documents of each Loan Party certified by the Secretary of State of its jurisdiction of organization), and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to substantially in the matters form set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestH;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect (for the avoidance of doubt, the weaker than expected flu revenues for the Borrower for the fiscal quarter ending March 31, 2012, and the related adverse impact to net earnings, shall not constitute a “Material Adverse Effect”);
(viii) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ix) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the intellectual property;
(x) completed UCC financing statements and other instruments for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect or continue perfection in the Administrative Agent’s security interest in the Collateral;
(xi) stock or membership certificates, if any and to the extent not previously delivered to the Administrative Agent, evidencing the Equity Interests pledged pursuant to the Collateral Documents and undated stock or transfer powers duly executed in blank; in each case to the extent such Equity Interests are certificated;
(xii) in the case of any personal property Collateral located at premises leased by a duly completed Compliance Certificate as Loan Party and set forth on Schedule 4.01 and to the extent not previously delivered to the Administrative Agent, such Landlord Waivers from the landlords of such real property to the extent requested by the Administrative Agent to be delivered in connection with Section 4.01 (such Landlord Waivers shall be in form and substance reasonably satisfactory to the Administrative Agent);
(xiii) to the extent required to be delivered pursuant to the terms of the Closing DateCollateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Secured Parties’ security interest in the Collateral;
(xiv) copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required by the Administrative Agent;
(xv) a Solvency Certificate signed by a Responsible Officer of the Borrower as to the solvency and related matters of the Borrower;
(x) evidence that all insurance required , individually, and its Subsidiaries, taken as a whole, after giving effect to be maintained pursuant to the initial borrowings under the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Dateother transactions contemplated hereby; and
(xiixvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may requirerequest in writing at least two Business Days 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 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 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Quidel Corp /De/)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:):
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrowers, unless otherwise agreed;
(ii) a Note executed by the Borrower Borrowers in favor of Bank of America and each other Lender requesting a Note;
(iii) the Ancillary Document Confirmations;
(iv) completed requests for information, dated on or before the date of the initial Credit Extension, listing all other effective financing statements filed in all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement that name any Loan Party as debtor, together with copies of such financing statements as have been filed since the Organization Documents Original Closing Date;
(v) [reserved];
(vi) a certificate of an authorized officer of each Loan Party, attaching: (a) either (x) a copy of the articles or certificate of incorporation of such Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization (or other jurisdiction comparable official in the United Kingdom and Canada) of its incorporation such Loan Party or organization, where applicable, and certified (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to be true such articles or certificate since they were last provided to the Administrative Agent, in either case, together with certificates of such official attesting to the valid existence, good standing and correct qualification to engage in business in such Loan Party’s jurisdiction of organization; (b) either (x) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the Closing Date;
date of such certification or (ivy) a certification by a Responsible Officer of such Loan Party that no changes have been made to such bylaws or operating agreement since they were last provided to the Administrative Agent; and (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vivii) a favorable opinion of DLA Piper LLP (US)Ropes & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses in form and approvals required in connection with substance reasonably satisfactory to 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 requiredAdministrative Agent;
(viii) a certificate favorable opinion of local counsel to the Loan Parties in each jurisdiction of organization of any Loan Party requested by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(ix) the Security Agreement, duly executed by each Loan Party;
(x) [reserved];
(xi) a certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to havehad, either individually or in the aggregate, a Material Adverse EffectEffect that is continuing on the Closing Date;
(ixxii) a duly completed Compliance Certificate as certificate, substantially in the form of Exhibit L, from Holdings attesting to the Solvency of the Closing DateLoan Parties and their Subsidiaries on a consolidated basis before and after giving effect to the Transaction, signed by a from its chief financial officer or other Responsible Officer of the BorrowerOfficer;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders any Lender reasonably may require.
(bi) Any All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Third Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Third Restatement Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent required to be paid on the Third Restatement Date and invoiced at least one (1) Business Day prior to or on the Closing Third Restatement 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 Borrowers and the Administrative Agent).
(i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Third Restatement Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least three (3) days prior to the Third Restatement Date, and (ii) at least three (3) days prior to the Third Restatement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.
(e) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to the Administrative Agent that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Third Restatement Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Novanta Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)Hartman, Simons, Xxxxxxxx & Xxxx, LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G F and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders may reasonably request;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that the Existing Credit Agreements have been or concurrently with the Closing Date are being terminated and all insurance required to be maintained pursuant to Liens securing obligations under any Existing Credit Agreement have been or concurrently with the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateClosing Date are being released; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(d) The Borrower shall have received at least $550,000,000 (before deduction of related fees and expenses) from the sale of the Senior Notes. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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 EffectDelaware and California;
(viv) a favorable opinion of DLA Piper LLP (US)Cooley LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
Effect and (ixC) a duly completed Compliance Certificate the Debt Ratings as of the Closing DateDate as reported by each of Moody’s, signed by a Responsible Officer of the BorrowerS&P and Fitch;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained audited financial statements and is in effect;
(xi) a Disbursement Instruction Agreement effective as the unaudited financial statements of the Agreement DateBorrower referred to in Sections 5.04(a)(i) and (a)(ii); and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, any L/C Issuer or the Required Lenders reasonably may require.
(bi) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date and (ii) at least five (5) days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three (3) Business Days 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 Borrower and the Administrative Agent).
(e) The Existing Revolving Credit Agreement has been or concurrently with the Closing Date shall have been terminated, all outstanding loans, accrued and unpaid interest, fees, premium (if any) and other amounts owed under the Existing Revolving Credit Agreement shall have been paid in full, all Liens securing obligations under the Existing Revolving Credit Agreement shall have been or concurrently with the Closing Date are being released and all letters of credit issued under the Existing Revolving Credit Agreement shall have expired or shall have been cash collateralized, back-stopped or otherwise secured to the satisfaction of the applicable issuing bank. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), 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 and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgreement;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of Note to the Organization Documents of each Loan Party certified extent such Lender requests such Note at least two Business Days prior to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iviii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such certificates Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party and (y) that such documents or agreements have not been amended since the First Restatement Date (or, if later, the date such Loan Party became a Guarantor) (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other actionrelevant governing body, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent case may require evidencing be, authorizing the identityexecution, authority delivery and capacity performance 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 it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect on the Closing Date without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party.
(iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable an opinion of DLA Piper LLP (US)Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as Lender and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(vii) 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that as to the satisfaction of the conditions specified set forth in Sections 5.02(aSection 4.02(a) and (bSection 4.02(b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xivii) a Disbursement Instruction Agreement effective Loan Notice or Letter of Credit Application, as of applicable, relating to any Request for Credit Extension on the Agreement Closing Date; and
(xiiviii) such other assurancesa certificate from the chief financial officer of Holdings attesting to the Solvency of Holdings, certificates, documents, consents or opinions as the Administrative Agent or Borrower and the Required Lenders reasonably may requireRestricted Subsidiaries on a consolidated basis after giving effect to the Transactions.
(b) Any All fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent, the Arrangers and the Lenders on or before the Closing Date (including fees pursuant to the Fee Letter) shall have been paidpaid in full in cash (which amounts may be offset against the loan proceeds funded on the Closing Date) (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date).
(c) Unless waived by The Refinancing shall have been consummated substantially concurrently with the Closing Date.
(d) Since December 31, 2020, there has been no change, occurrence or development that has had or would reasonably be expected to have a Material Adverse Effect of the type described in clause (a) of the definition thereof.
(i) No later than two Business Days in advance of the Closing Date, the Administrative Agent, the Borrower Agent shall have paid received all fees, charges documentation and disbursements of counsel to other information reasonably requested by the Administrative Agent (directly to such counsel if requested on behalf of any Lender) in writing at least 10 Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative AgentUSA PATRIOT Act and (ii) to the extent invoiced the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received (on behalf of any Lender that has requested the same in writing to the Borrower at least 10 Business Days prior to the Closing Date) at least two Business Days prior to the Closing Date, plus such additional amounts a Beneficial Ownership Certification in relation to the Borrower.
(f) The Arrangers shall have received the Specified Financial Statements.
(g) Each document (including any UCC (or similar) financing statement) required by the Collateral Documents in order to create (or reaffirm) in favor 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 10.03, for purposes the benefit of determining compliance itself and the other Secured Parties, a perfected Lien on the Collateral described therein with the conditions specified in this Section 5.01priority required therein, each Lender that has signed this Agreement shall be deemed to have consented toin proper form for filing, approved registration 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 theretorecordation.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:precedent (it being understood that the conditions in this Section 4.01 were satisfied on the Closing Date, and the only conditions to the effectiveness of the 2021 Refinancing Amendment on the 2021 Refinancing Amendment Effective Date are set forth in the 2021 Refinancing Amendment):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to Agreement, the Guaranties sufficient in number for distribution to the Administrative Agent, each LenderGuaranty, and the Borrower for Security and Pledge Agreement executed by each Initial Unencumbered Property;Person a party thereto;
(ii) a Note executed by the Borrower applicable Borrowers in favor of each Lender requesting a Note;Note with respect to the applicable Facility;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower and each Material Guarantor as the Administrative Agent may 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 Borrower or Material Guarantor is a party or is to be a party;;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent Borrower and STAG Industrial GP, LLC are each Material Guarantor is duly organized or formed, and that the Borrower, the Parent each Borrower and STAG Industrial GP, LLC are each Material Guarantor is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 (Aecom)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement Agreement,any Security Documents required by Agent in addition to Existing Loan Documents and reaffirmations to the Guaranties any other Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany and an Intercompany Note and Subordination Agreement substantially in the form of Exhibit F to this Agreement;
(ii) if any Lender requests a Note, a Note executed by the Borrower Borrowers in favor of each Lender requesting a Notesuch Lender;
(iii) copies such certificates of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicableby laws, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such operating agreements, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent 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, including, but not limited to, with respect to AMVAC Netherlands, a copy of the resolutions of the managing board of AMVAC Netherlands and, with respect to AMVAC CV, a copy of the resolutions of the meeting of partners of AMVAC CV;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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, including, but not limited to, with respect to AMVAC Netherlands,a copy of (a) the deed of incorporation (oprichtingsakte), (b) an original extract of the commercial register (uittreksel) and (c) an up to date shareholders register (aandeelhoudersregister) and, with respect to AMVAC CV, a copy of the limited partnership agreement;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G satisfactory to Agent and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiix) a Disbursement Instruction Agreement effective duly completed Compliance Certificate of the Company as of March 31, 2013 calculated based on the Agreement Datefinancial covenants contained in this Agreement, signed by a Responsible Officer of the Company;
(x) evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of Agent, a perfected first priority Lien on the Collateral; and
(xiixi) such other assurances, certificates, documents, consents or opinions as Agent, the Administrative Agent L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees (including under the Agent Fee Letter) 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 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 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 reasonably 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.
(c) Unless waived by Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by 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 Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation occurrence of each Lender to make its initial Credit Extension hereunder the Closing Date is subject to satisfaction of the following conditions precedent:precedent (except to the extent waived pursuant to Section 10.01):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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 the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by of a Responsible Officer of the Borrower certifying stating (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;Effect and (C) the current Ratings; and Exhibit 10.3
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, any 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(d) All Obligations under (and as defined in) the Existing Credit Agreement shall have been paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated.
(e) The Closing Date shall have occurred on or before July 2, 2019. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 received by it (or deemed to be received by such Lender by having been posted on IntraLinks) 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 (Ross Stores, Inc.)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a an original Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of (A) the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in the State of Maryland, including, certified copies of the Borrower’s Organization Documents, and certificates of good standing and/or qualification to engage in business and tax clearance certificates for the Borrower from the States of Delaware and Maryland and (B) each Domestic Subsidiary is validly existing, in good standing and qualified to engage in business in its jurisdiction where its ownership, lease or operation of properties or organization (other than any such Domestic Subsidiary organized as a partnership under the conduct laws of its business requires such qualification, except the State of Colorado);
(v) copies of the financial statements referred to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectin Sections 5.05(a) and (b);
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) that there are no consents, licenses and approvals required in connection with the execution, delivery and performance of the Loan Documents by the Borrower or for the Loan Documents to be enforceable against the Borrower, other than those that have been obtained and remain in full force and effect;
(ixvii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that, effective as of and concurrently with the Closing Date, each Subsidiary Guarantor (as defined in the Note Purchase Agreements) has been discharged from all its obligations and liabilities under the Subsidiary Guaranty Agreement (as defined in the Note Purchase Agreements);
(ix) evidence that all insurance required the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated;
(x) a favorable opinion of Xxxxx & XxXxxxxx, counsel to be maintained pursuant the Borrower, addressed to the Administrative Agent, the L/C Issuer and each Lender, as to the matters set forth in Exhibit F hereto and such other matters concerning the Borrower and the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateRequired Lenders may reasonably request; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees and expenses required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the The Borrower shall have paid all 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as of counsel shall constitute its reasonable estimate of such fees, charges and disbursements of counsel 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). .
(d) The Closing Date shall have occurred on or before June 30, 2004.
(e) Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Second Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Second Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:):
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrowers;
(ii) a Note executed by the Borrower Borrowers in favor of Bank of America and each other Lender requesting a Note;
(iii) an Ancillary Document Confirmation, along with:
(A) completed requests for information, dated on or before the date of the initial Credit Extension, listing all other effective financing statements filed in all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement that name any Loan Party as debtor, together with copies of such financing statements as have been filed since the Organization Documents Original Closing Date,
(B) evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken;
(iv) a certificate of an authorized officer of each Loan Party, attaching: (a) either (x) a copy of the articles or certificate of incorporation of such Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization (or other jurisdiction comparable official in the United Kingdom and Canada) of its incorporation such Loan Party or organization, where applicable, and certified (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to be true such articles or certificate since the First Restatement Date, in either case together with certificates of such official attesting to the valid existence, good standing and correct qualification to engage in business in such Loan Party’s jurisdiction of organization; (b) either (x) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the Closing date of such certification or (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to such bylaws or operating agreement since the First Restatement Date;
; and (ivc) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US)Ropes & Gxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) a favorable opinion of local counsel to the Loan Parties in each jurisdiction of organization of any Loan Party requested by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(vii) 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[Intentionally Omitted];
(viii) a certificate certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as certificate, substantially in the form of Exhibit L, from each Loan Party attesting to the Closing DateSolvency of each Loan Party before and after giving effect to the Transaction, signed by a from its chief financial officer or other Responsible Officer of the BorrowerOfficer;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders any Lender reasonably may require.
(bi) Any All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Second Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Second Restatement Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all 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 or on the Closing Restatement 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 Borrowers and the Administrative Agent).
(d) No changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Administrative Agent or the Lenders regarding Holdings and its Subsidiaries or the Transaction after December 31, 2015 that (A) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities or any other aspect of the Transaction.
(e) There shall be no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of their Subsidiaries or against any of their properties or revenues that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
(f) Each Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by such Lender in order to execute and perform the transactions contemplated by the Loan Documents. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Second Restatement Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Novanta Inc)
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Lender and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting a Notethe Lender;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent Lender 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation the States 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 EffectCalifornia and Delaware;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viiv) a certificate of a Responsible Officer of each Loan Party the Borrower 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 the Borrower 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixvii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on October 31, 2007, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant satisfactory to the Loan Documents Lender that the Existing Credit Agreement has been obtained terminated or cancelled, with all amounts owing thereunder paid, all letter of credit thereunder cancelled and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datereturned, and all Liens, if any, securing such facility terminated and released; and
(xiiix) such other assurances, certificates, documents, or consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may require.
(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 The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 (Qad Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver by the Required Lenders) of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date Party (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:if applicable):
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgreement;
(ii) executed counterparts of the DIP Intercreditor Agreement
(iii) a Note executed by each applicable Borrower (other than the Borrower Japanese Borrower) in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as (A) evidencing the Administrative Agent may require authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party, (B) 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, and (C) in respect of the Australian Loan Parties, certifying that each relevant Australian Loan Party is not in breach of Chapter 2E of the Corporations Act;
(v) such copies of each Loan Party’s certificate or articles of incorporation and bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, if any) and certifications as the Administrative Agent may reasonably require to evidence that each a certificate of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing (where applicable, or such other customary functionally equivalent certificates, to the extent available in the applicable jurisdiction) from such Loan Party’s jurisdiction of organization and qualified to engage in business in from each jurisdiction where its such Loan Party’s ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion of DLA Piper LLP (US)A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Domestic Loan Parties, addressed to the Administrative Agent and each Domestic Lender, as to the matters set forth in Exhibit G and such other customary matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Domestic Loan Parties and the Loan Documents Documents; (B) Fasken Xxxxxxxxx DuMoulin LLP, XxXxxxx Xxxxxx LLP and other local counsel to the Canadian Loan Parties, addressed to the Administrative Agent and each Canadian Lender, as to customary matters concerning the Required Lenders may reasonably requestCanadian Loan Parties and the Loan Documents; and (C) Nishimura & Asahi, special counsel to the Japanese Loan Parties, addressed to the Administrative Agent and each Japanese Lender, as to customary matters concerning the Japanese Loan Parties and the Loan Documents;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower Borrower, satisfactory in form and substance to the Administrative Agent and the Required Lenders, certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and 4.02(b) have been satisfied;
(viii) with respect to each Loan Party organized under the laws of Japan, (a) a certified copy of corporate registration (genzai jikou shoumei) in respect of such Loan Party and a certificate of seal registration issued in respect of such Loan Party by the competent legal affairs bureau in Japan, in each case no earlier than three months prior to the date of the initial Credit Extension, and (b) have been satisfied, and (B) that there has been no event or circumstance since such other documents as may be requested by the date Administrative Agent in order to comply with the Act on Prevention of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectTransfer of Criminal Proceeds;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower[reserved];
(x) evidence that all insurance required to be maintained pursuant instruments evidencing the Interim Order Intercompany Loans in form and substance reasonably satisfactory to the Loan Documents has been obtained and is in effectAdministrative Agent;
(xi) a Disbursement Instruction Agreement effective as executed counterparts of the Agreement Date; andReaffirmation Agreement;
(xii) such all other assurancesLoan Documents set forth, certificates, documents, consents or opinions as each duly executed by the Administrative Agent or the Required Lenders reasonably may require.applicable Loan Parties;
(bxiii) Any fees required to be paid on or before the Closing Date shall have been paid.[reserved];
(cxiv) Unless waived [reserved];
(xv) [reserved];
(xvi) (A) all UCC financing statements, PPSA financing statements and Australian PPSA financing statements, required by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if Law or reasonably 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 Agents to be incurred by it through filed, registered or recorded to create, perfect or protect 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or Liens intended 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 created under the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Loan Documents and
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Quiksilver Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that the Existing Term Loan Agreement has been or concurrently with the Closing Date is being terminated and any Liens securing obligations under the Existing Term Loan Agreement have been or concurrently with the Closing Date are being released;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xixii) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The effectiveness of this Agreement, the amendment and restatement of the Existing Term Loan Agreement and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is are all subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note of a given Class executed by the Borrower in favor of each Lender of such Class requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent Borrower and STAG Industrial GP, LLC are Guarantors is validly existing, in good standing and qualified to engage in business in its state of organization and each other 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as and covering such matters relating to the matters set forth in Exhibit G and such other matters concerning the BorrowerLoan Parties, the Parent and STAG Industrial GP, LLC and the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders may reasonably request; provided, however, that opinions with respect to Loan Parties (other than the Parent and the Borrower) that are not organized in the States of Delaware, Maryland and Michigan (other than enforceability opinions with respect to any Loan Document to which such Loan Party is a party which will not be from the jurisdiction of formation unless otherwise requested below), will be required only if requested by the Administrative Agent, in its sole discretion, with the understanding that enforceability opinions will be required with respect to any Loan Document to which such Loan Party is a party, which if the Administrative Agent has not requested other opinions in addition to enforceability, may be subject to necessary assumptions to avoid the requirement of having opinions from the jurisdiction of formation of such Loan Parties;
(viivi) a certificate of a Responsible Officer of each Loan Party the Parent either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such each Loan Party and the validity against such each 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Parent certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2013 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 31, 2014, signed by a Responsible Officer of the Borrower;
(ix) a duly completed Unencumbered Pool Report as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Revolving Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is in effect;
(xi) a Disbursement Instruction all Liens, if any, securing obligations under the Existing Revolving Credit Agreement effective as of have been or concurrently with the Agreement DateClosing Date are being released; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or governmental authority related to the Loan that could reasonably be expected to have a Material Adverse Effect.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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: Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrowers, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Security Documents, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent 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 Agreement, the Security Documents and the other Loan Documents to which such Loan Party Borrower is a party;
(viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viiv) a favorable opinion of DLA Piper LLP (US)Xxxxxx, Cutler, Pickering, Xxxx and Xxxx, LLP, and other counsel or special counsel to the Loan PartiesBorrowers, as applicable, addressed to the Administrative Agent and each Lender, as in form and substance satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(viiv) a certificate of a Responsible Officer of each Loan Party Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party Borrower and the validity against such Loan Party Borrower 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower Borrowers certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixvii) a duly completed Compliance Certificate as of the Closing Date, certificate signed by a Responsible Officer of the BorrowerBorrowers, dated as of the Closing Date, and in form and detail satisfactory to the Administrative Agent and the Lenders, demonstrating that the ratio of (a) Consolidated Total Funded Debt on the Closing Date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended prior to the Closing Date, after giving effect on a pro forma basis to the transactions contemplated by this Agreement, does not exceed 3.75:1.00;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiix) a Disbursement Instruction Agreement effective as satisfactory evidence of the payment of Indebtedness under the Existing Credit Agreement Date; andin accordance with Section 10.17 herein;
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require;
(xi) a completed and fully-executed Perfection Certificate in substantially the form attached hereto as Exhibit J for each of the Borrowers, the results of UCC searches (and the equivalent thereof in all applicable foreign jurisdictions) with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent; and copies of duly filed UCC-1 forms for each of the Borrowers in each appropriate jurisdiction and office under the Uniform Commercial Code; and
(xii) a certificate signed by a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that (a) the Obligations are permitted senior Indebtedness under the existing Senior Subordinated Debt Documents, and (b) no default under the existing Senior Subordinated Debt Documents has occurred and is continuing or would result after giving effect to the transactions contemplated by this Agreement and the other Loan Documents.
(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 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 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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: Revolving Credit Agreement (Casella Waste Systems Inc)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to the prior or substantially concurrent satisfaction or waiver pursuant to Section 11.01 of the following conditions precedentconditions:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to Perfection Certificate by each of the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;parties thereto;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;;
(iii) copies of the Organization Documents of Security Agreement, the Pledge Agreement, the Intellectual Property Security Agreement and the Swedish Pledge Agreement, each duly executed by each Loan Party certified thereto, together with:
(A) UCC financing statements in form satisfactory to be true the Administrative Agent for filing under the Uniform Commercial Code of all jurisdictions in which any Loan Party is organized,
(B) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents has been taken (including receipt of duly executed payoff letters, and complete by UCC-3 termination statements); and
(C) evidence that all action required to perfect the appropriate Governmental Authority Collateral Agent’s security interest in the Intellectual Property of the state Loan Parties that own Intellectual Property registered in the United States Patent & Trademark Office or other jurisdiction of its incorporation the United States Copyright Office has been or organization, where applicable, and certified by a Responsible Officer of such Loan Party to will be true and correct as of the Closing Date;taken;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage or active status certificates, as applicable, of each Loan Party in business in each its jurisdiction where its ownershipof organization and, 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 Effectrequested by the Administrative Agent, bring-down good standing or active status certificates, as applicable;
(vi) a favorable an opinion (A) of DLA Piper LLP (US)Xxxxxx & Xxxxxxx LLP, counsel to the Loan Parties, addressed and (B) Swedish counsel to the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;Agent;
(vii) a certificate of signed by a Responsible Officer of each Loan Party either the Borrower certifying that the conditions specified in Sections 4.02(a) and (Ab) 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;have been satisfied;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that that, after giving effect to the conditions specified in Sections 5.02(a) and (b) have been satisfiedTransaction, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, Loan Parties on a Material Adverse Effect;Consolidated basis are Solvent;
(ix) a duly completed Compliance Certificate as certificates of insurance naming the Collateral Agent, on behalf of the Closing DateLenders, signed by a Responsible Officer as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Borrower;
(x) evidence Loan Parties that all insurance required to constitute Collateral as may be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The effectiveness of the amendment and restatement of the Original Credit Agreement pursuant to this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a NoteLender;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent Lender 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;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion letter of DLA Piper LLP (US), counsel to the Loan Parties, Borrower acceptable to Lender addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders may reasonably requestin form and substance satisfactory to Lender;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xvi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xivii) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders and opinion letters (A) listed on Schedule 4.01 hereto and (B) otherwise reasonably may requirerequired by Lender.
(b) Any All fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative AgentLender, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed counterparts of the Subsidiary Guaranty and the Holdings Guaranty;
(a) Revolving Loan Notes executed by the Borrower in favor of each Lender requesting such a Note;
, each in a principal amount equal to such Lender's Revolving Loan Commitment and (iiib) copies a Swing Line Note executed by the Borrower in favor of the Organization Documents of each Loan Party certified to be true and complete by Swing Line Lender (if it requests such a Note) in the appropriate Governmental Authority principal amount of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing DateSwing Line Sublimit;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Party, all in form and substance reasonably satisfactory to the Administrative Agent may require evidencing Agent, which establish the identity, identity and verify the 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;
(v) such documents and certifications as with respect to each Loan Party, (A) a copy of its certificate of incorporation or similar charter document certified by the Administrative Agent may reasonably require to evidence that each Secretary of State of the Borrowerjurisdiction of its incorporation or formation, as applicable, (B) a copy of its by-laws certified by its secretary or assistant secretary, (C) a certificate of good standing from the Parent and STAG Industrial GPjurisdiction of its incorporation or formation, LLC are duly organized or formedas applicable, and that the Borrower, the Parent (D) a certificate of qualification to conduct business as a foreign corporation in such jurisdictions in which such Loan Party has its headquarters or conducts its material operations and STAG Industrial GP, LLC which are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except identified to the extent that failure Borrower prior to do so could not reasonably be expected to have a Material Adverse Effectthe date hereof;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer on behalf of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) SECTIONS 4.01 have been satisfied, and (B) that there has been no event or circumstance since December 31, 2001 (after giving effect as of such date to the date write-off of expenses related to the Audited Financial Statements that Proposed AH Acquisition not to exceed $20,000,000 in the aggregate) which has had or could be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect;
(ixvii) a duly completed Compliance Certificate as of the Closing Date, certificate signed by a Responsible Officer of the Borrower on behalf of the Borrower calculating the Borrower's Leverage Ratio as at March 31, 2002, which Leverage Ratio shall provide the basis for determining the Applicable Rate as of the Effective Date;
(xviii) evidence that all insurance required an opinion of counsel to be maintained pursuant each Loan Party in substance reasonably satisfactory to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateAdministrative Agent; and
(xiiix) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as concurrently with the Administrative Agent Effective Date is expiring or the Required Lenders reasonably may requirebeing terminated and all amounts due thereunder repaid.
(b) No "Loan" or "Letter of Credit" under the Acquisition Credit Facility shall have been extended or shall be outstanding.
(c) Any fees required to be paid on or before the Closing Effective Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly relating to such counsel if requested by the Administrative Agent) this Agreement to the extent invoiced prior to or on the Closing Effective 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party as listed on Schedule 4.01(A) is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrowers as listed on Schedule 4.01(A) is validly existing, in good standing and qualified to engage in business in each jurisdiction of the jurisdictions’ as listed on Schedule 4.01(A) 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxx X. Xxxxxxxx, counsel to Associate General Counsel of the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date;
(ixviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date, signed by a Responsible Officer of the BorrowerCompany;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xix) a Disbursement Instruction all principal and interest owing under the Prior Agreement effective as of shall have been refinanced pursuant to this Agreement, all commitments to extend credit under the Prior Agreement Dateshall have been terminated, and all fees and other amounts outstanding thereunder shall have been paid in full; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any The Company shall have paid to the Lenders, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunner all fees required to be paid and all reasonable expenses for which invoices have been presented, on or before the Closing Date shall have been paidDate.
(c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by as required under the Administrative Agent) Loan Documents, 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 Borrower Company and the Administrative Agent).
(d) The Closing Date shall have occurred on or before August 10, 2012. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document of which it has received a copy (including receipt by electronic means) or other matter required thereunder as to which it has knowledge 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (oror such other date as may be acceptable to the Agent, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) fully executed counterparts of this Agreement Agreement, the Mortgages, the Lease Party Documents, and reaffirmations to the Guaranties other Loan Documents, together with all schedules and exhibits thereto, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies resolutions of the Organization Documents boards of directors or other appropriate governing body (or of the appropriate committee thereof) of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state its secretary or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct assistant secretary as of the Closing Date, approving and adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party of CSI and the Borrower as the Administrative Agent may 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;
(v) the Organization Documents of each of the Loan Parties certified as of a date not more than 60 days prior to the Closing Date by the Secretary of State or comparable official of its state of organization or by the secretary or assistant secretary of such Loan Party, as applicable;
(vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of CSI and the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each such Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(vivii) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G concerning CSI and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders may in form and substance reasonably requestsatisfactory to Agent;
(viiviii) the favorable written opinions with respect to the Mortgages and related UCC financing statements for each of the Borrowing Base Properties of special local counsel to the Loan Parties dated the Closing Date, addressed to the Agent and the Lenders, and satisfactory to Xxxxx Mulliss & Wicker, PLLC, counsel to the Agent, substantially in the form of Exhibit K;
(ix) 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;
(viiix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements and there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of CSI and Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against CSI or any of its Subsidiaries, that has had or could be reasonably expected to have, either individually or in the aggregate, (i) a Material Adverse Effect, (ii) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the MEA Restricted Group, taken as a whole, or (iii) a material adverse effect on the MEA Acquisition or the financing thereof (including the imposition of material delays or the imposition of material burdens thereon);
(ixxi) evidence satisfactory to the Agent that the commitments under the Existing Credit Agreement have been irrevocably terminated and all obligations thereunder have been indefeasibly paid in full and all liens in respect of such obligations have been terminated and released of record;
(xii) evidence satisfactory to the Agent that CSI has raised not less than $50,000,000 in equity within the 45 day period preceding the Closing Date;
(xiii) a duly completed pro forma Compliance Certificate as of the Closing DateDecember 31, 2007, signed by a Responsible Officer of the BorrowerBorrower or CSI;
(xxiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xixv) a Disbursement Instruction Agreement effective Borrowing Notice, and if elected by the Borrower, an Interest Rate Selection Notice;
(xvi) an Available Amount Certificate (“Available Amount Certificate”) and an Eligible Property Compliance Certificate, each dated as of the Agreement Closing Date, in the form of Exhibits D and H, respectively, together with all exhibits thereto;
(xvii) evidence of the filing of Uniform Commercial Code financing statements reflecting the filing in all places required by applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under the Security Instruments as a first priority Lien in and to such other Collateral as the Agent may require in its reasonable discretion;
(xviii) with respect to each Eligible Property identified as constituting a part of the Borrowing Base on the Closing Date, delivery or satisfaction of each of the requirements in Section 5A.04 applicable to such Eligible Property, as may be necessary to include such Eligible Property in the Borrowing Base as set forth therein;
(xix) Uniform Commercial Code search results showing only those Liens as are reasonably acceptable to the Lenders;
(xx) An intercreditor agreement between the Administrative Agent and Key Bank National Association, as administrative agent under the GAC Term Loan Credit Agreement, acting on behalf of itself and the GAC Lenders, and acknowledged and agreed to by the Borrower, CSI and GAC, which intercreditor agreement shall be in form and substance satisfactory to the Lenders (and shall address, among other matters, non-interference with recourse to collateral, the allocation and sharing of payments received by enforcement of any guaranty of a common guarantor, and accounting for cash collateral accumulated in the MEA Restricted Group after the imposition of dividend or distribution restrictions under the GAC Term Loan Facility) (the “Intercreditor Agreement”), together with a copy, certified by a Responsible Officer of CSI, of the GAC Term Loan Credit Agreement, which shall be in form and substance, including but not limited to financial covenants and restrictions on Restricted Payments, satisfactory to the Lenders;
(xxi) a certificate of a Responsible Officer of CSI demonstrating in reasonable detail that the MEA Restricted Group is in pro forma compliance, as of the four fiscal quarter period most recently ended and giving effect to the MEA Acquisition and related transactions, with the covenants relating to the MEA Restricted Group (or any portion thereof) contained in the GAC Term Loan Facility;
(xxii) a certificate of a Responsible Officer of CSI as to the financial condition and solvency of (i) CSI and its Subsidiaries and (ii) the MEA Restricted Group (after giving effect to the MEA Acquisition and the incurrence of indebtedness related thereto); and
(xiixxiii) such other assurances, certificates, documents, consents or opinions as Agent, the Administrative Agent L/C Issuer, Swing Line Lender or the Required Lenders reasonably may require.
(b) The Lenders shall be satisfied with the capitalization and capital structure of CSI and its Subsidiaries after giving effect to the MEA Acquisition, including without limitation (x) the terms and security of the GAC Term Loan Facility and (y) all cash payments, issuances of equity and capital contributions to be made to or by CSI and its Subsidiaries in connection with the MEA Acquisition.
(c) The MEA Acquisition shall have been consummated in accordance with the terms of the Merger Agreement and in compliance with applicable law and regulatory approvals and the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived since January 23, 2008, except as provided in the Amendment to the Merger Agreement dated March 10, 2008, without the prior written consent of the Lenders.
(d) Any fees required to be paid on or before the Closing Date shall have been paid.
(ce) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable 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 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 Borrower and the Administrative Agent).
(f) The Closing Date shall have occurred on or before March 31, 2008. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder in accordance with the Closing Funding Memorandum 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to by the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyLoan Party;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) counterparts of the following documents, duly executed by all the parties thereto, in a form acceptable to the Administrative Agent: (A) Closing Funding Memorandum, (B) Deposit Account Control Agreement, (C) Dutch Pledge Agreement, (D) a Foreign Exchange Risk Indemnity Letter from the Company and Albemarle Catalysts International L.L.C. to the Administrative Agent, and (E) a payoff letter and instructions regarding the Existing Credit Agreement from the Company;
(iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;
(ivv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(vvi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified to engage in business in its state of organization or formation, the state of its principal place of business and each other 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 would not reasonably be expected to have a Material Adverse Effect;
(vivii) a favorable opinion of DLA Piper LLP (US)Hunton & Wxxxxxxx, counsel to the Loan Parties, and a favorable opinion of NantaDutilh, special counsel to the Administrative Agent, regarding the Dutch Pledge Agreement, in each case addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(viiviii) a certificate of a Responsible Officer of each Loan Party the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the Transaction and the execution, delivery and performance by such the Loan Party Parties and the validity against such the Loan Party Parties of the Loan Documents to which it is such Loan Parties are 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;
(viiiix) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectcurrent Debt Ratings;
(ix1) consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003, including balance sheets and income and cash flow statements, in each case audited by independent public accountants of recognized national standing and prepared in conformity with GAAP;
(2) consolidated financial statements of the Acquired Business for the fiscal year ended December 31, 2003, including balance sheets and income and cash flow statements, in each case in the form furnished to the Company by the seller of the Acquired Business;
(3) unaudited consolidated financial statements of the Company and its Subsidiaries and of the Acquired Business for the fiscal quarters ending March 31, 2004, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (which, in the case of the financial statements of the Acquired Business, shall be limited to statements of income or operations in the form provided to the Company by the seller thereof);
(4) pro forma consolidated financial statements of the Company and its Subsidiaries (after giving effect to the Transaction) for each quarter during the first year of this Agreement and for each year thereafter until the Maturity Date including balance sheets and statements of income or operations, shareholders’ equity and cash flows; and
(5) a duly completed Compliance Certificate as of the Closing Date, signed by certificate from a Responsible Officer of the Borrower;
(x) evidence Company demonstrating that all insurance required to be maintained pursuant upon giving effect to the Loan Documents has been obtained initial Credit Extensions and the consummation of the Transaction, the Company is in effect;
(xi) a Disbursement Instruction Agreement effective as of compliance with the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requirefinancial covenants set forth in Section 8.08.
(b) Since April 17, 2004, there shall have not occurred (i) the destruction of all or substantially all of the properties of the Acquired Business located in Amsterdam, the Netherlands or in Pasadena, Texas, or (ii) any other event that has or is likely to have a material adverse effect on the Acquired Business, taken as a whole, and not arising as a result of the announcement of the Acquisition thereof.
(c) The Multi-Year Credit Agreement shall have become effective.
(d) Any fees required to be paid on or before the Closing Date shall have been paid, subject to the provisions of the Closing Funding Memorandum.
(ce) Unless waived by the Administrative Agent, the Borrower The Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) accrued and unpaid fees and expenses in respect of the Existing Term Loan Agreement have been paid in full as of the Closing Date;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xixii) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agent, each Arranger and each of the Lenders:
(i) fully executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyPrincipal Borrower;
(ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 partyparty (provided, that with respect to all of the above other than resolutions or similar approval/authority documents, to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items);
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified to engage in business in 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 EffectEffect (provided, that to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items and shall not be required to provide new good standing or similar certifications from Governmental Authorities);
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxxxxxxx Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of each of the Borrower Borrowers certifying (A) that each Consolidated Party is in compliance with all existing financial obligations, (B) all governmental, shareholder and third party consents and approvals necessary for the Loan Parties to enter into the Loan Documents and fully perform thereunder, if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11; (D) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and ; (BE) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
; (ixF) the current Debt Ratings; and (G) a duly completed Compliance Certificate calculation of the TL/TA Ratio as of the last day of the fiscal quarter of the Principal Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer ; -Table of the Borrower;Contents-
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiix) a Disbursement Instruction evidence that the Existing Credit Agreement effective as of has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement Datehave been or concurrently with the Closing Date are being released; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) There shall not have occurred a material adverse change since December 31, 2008 in the business, assets, operations or condition (financial or otherwise) of the Borrowers and the other Loan Parties taken as a whole, or in the facts and information regarding such entities as represented to date.
(c) There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.
(d) Any fees required to be paid on or before the Closing Date shall have been paid.
(ce) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Highwoods Realty LTD Partnership)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties each Initial Guarantor’s Guaranty sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions resolutions, consents or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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, together with copies certified by a Responsible Officer of each Loan Party of each Loan Party’s Organization Documents;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)the Borrower’s general counsel, as counsel to the Loan Parties, addressed to the Administrative Agent Agent, the L/C Issuer and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vi) a favorable opinion of Cotton, Bxxxxxx, Xxxxx & Dxxxxx, PC, special counsel to the Loan Parties in the State of New Mexico addressed to the Administrative Agent, the L/C Issuer and each Lender, as to such matters of New Mexico law concerning the Loan Documents as the Administrative Agent may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(aSection 4.02(a) and (bSection 4.02(b) have been satisfied, and (B) that there has been no event or circumstance since September 30, 2005 (the date of the Audited Initial Financial Statements Statements) that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower[Reserved];
(x) evidence that all a certificate as to insurance required to be maintained pursuant to concerning the Borrowing Base Properties and other material assets of the Loan Documents has been obtained and Parties, which certificate shall provide that the Administrative Agent is in effectan additional insured thereunder;
(xi) a Disbursement Instruction Agreement effective as complete and original executed counterparts of the Agreement Date; andMortgages and the other Security Instruments listed on Schedule 1.01 hereto, each duly executed by the appropriate Loan Party, together with evidence of arrangements by Administrative Agent’s counsel for the completion of all recordings and filings of such Mortgages as may be necessary or, in the reasonable opinion of Administrative Agent, desirable effectively to create a valid, perfected and first priority Lien against Borrowing Base Properties representing at least 80% of the Engineered Value of all proved Borrowing Base Properties included in the Initial Engineering Report;
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require; and
(xiii) the Initial Engineering Report.
(b) The Administrative Agent shall have received evidence or assurances satisfactory to it that the Combination shall have been (or concurrently with the effectiveness of this Agreement and the initial Credit Extension hereunder, will be) consummated in accordance with the terms of the Combination Agreement, without waiver, modification or release of any of the material conditions thereof other than those waivers, modifications or releases of material conditions consented to by Administrative Agent and the Administrative Agent shall have received a copy, certified by the Borrower as being true, correct and complete, of the Combination Agreement (including the exhibits and schedules thereto), together with such other instruments and documents delivered in connection therewith as Administrative Agent shall request.
(c) The Administrative Agent shall have received evidence or assurances satisfactory to it that, concurrently with the Closing Date, all Liens that burden or encumber the Borrowing Base Properties, other than Permitted Encumbrances, have been or concurrently with the initial Credit Extensions will be released, together with, if requested by the Administrative Agent, original executed instruments releasing and terminating any such Liens in a form suitable for filing in the applicable jurisdiction.
(d) The Administrative Agent shall have received evidence or assurances satisfactory to it that Concho Holdings has received a cash equity contribution of at least $40,000,000 in the aggregate from its shareholders since February 20, 2006.
(e) The Administrative Agent shall be reasonably satisfied with the progress of the Borrower toward compliance with the provisions of Section 6.14.
(f) Any fees required to be paid on or before the Closing Date shall have been paid.
(cg) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(h) No event or condition shall have occurred since September 30, 2005, that could reasonably be expected to result in a Material Adverse Effect.
(i) Except as disclosed to the Lenders in Schedule 5.06, there shall be no pending or threatened litigation, action or proceeding against the Borrower or any of its Subsidiaries, or with respect to any Borrowing Base Properties, that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
(j) The Administrative Agent shall have received evidence or assurances satisfactory to it that after giving effect to the Transactions, (i) the Borrowing Base exceeds the Aggregate Credit Exposure by at least $50,000,000 and (ii) the Control Group owns not less than 51% of the issued and outstanding Equity Interests of the Borrower.
(k) The Administrative Agent shall have received a Solvency Certificate in the form attached hereto as Exhibit E, dated the Closing Date, and signed by the chief financial officer of the Borrower.
(l) The Administrative Agent shall have received from the Borrower a pro forma consolidated balance sheet of the Borrower and its Restricted Subsidiaries, reflecting the consummation of the Transactions, the related financings and other transactions contemplated by the Loan Documents to occur on or prior to the Closing Date, which pro forma balance sheet shall be prepared consistent in all respects with the information previously provided by the Borrower to the Administrative Agent and the Lenders and otherwise in form and substance satisfactory to the Administrative Agent.
(m) The Closing Date shall have occurred on or before March 31, 2006. Without limiting the generality of the provisions of the last paragraph of Section 10.03ARTICLE IX, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date;
(xii) the Borrower shall have provided to the Administrative Agent and each Lender the documentation and other information requested by the Administrative Agent or such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) Business Days prior to the Closing Date;
(xiii) at least five days prior to the Closing Date, each Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification in relation to such Loan Party or such Subsidiary, in each case at least five (5) Business Days prior to the Closing Date; and
(xiixiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party as listed on Schedule 4.01(a) is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrowers’ as listed on Schedule 4.01(a) is validly existing, in good standing and qualified to engage in business in each jurisdiction of the jurisdictions’ as listed on Schedule 4.01(a) 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;
(viv) a favorable opinion of DLA Piper LLP (US)Pxxx X. Xxxxxxxx, counsel to Associate General Counsel of the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date;
(ixviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date, signed by a Responsible Officer of the BorrowerCompany;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xix) a Disbursement Instruction all principal and interest owing under the Prior Agreement effective as of the Agreement Dateshall have been refinanced pursuant to this Agreement, and all fees and other amounts outstanding thereunder shall have been paid in full; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any The Company shall have paid to the Lenders, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunner all fees required to be paid and all reasonable expenses for which invoices have been presented, on or before the Closing Date shall have been paidDate.
(c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by as required under the Administrative Agent) Loan Documents, 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 Borrower Company and the Administrative Agent).
(d) The Closing Date shall have occurred on or before August 31, 2007. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, or electronic copies or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyLead Borrower;
(iiA) a Committed Loan Note executed by the Initial Borrower in favor of each Lender requesting a Committed Loan Note, and (B) a Swing Line Loan Note executed by the Initial Borrower in favor of Xxxxx Fargo Bank;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) 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;
(viv) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent each Loan Party is validly existing and STAG Industrial GP, LLC are validly existing, in good standing under the Laws of the jurisdiction of its incorporation or organization, and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxx Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vii) 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;
(viiivi) a certificate signed by a Responsible Officer of the Initial Borrower certifying (A) that the conditions specified in Sections 5.02(a) 4.01 and (b) 4.02 have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
, (ixC) either that (1) no consents, licenses or approvals are 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 duly completed Compliance Certificate party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (D) to the Solvency of the Loan Parties taken as a whole as of the Closing Date after giving effect to the Transactions;
(vii) a Borrowing Base Certificate dated the Closing Date, signed relating to the week ended prior to the Closing Date (or, if the Closing Date occurs on a Monday or a Tuesday, relating to the week ended two weeks prior to the Closing Date), and executed by a Responsible Officer of the Lead Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has and all endorsements in favor of the Agents required under the Loan Documents have been obtained and is are in effect;
(ix) a payoff letter from Xxxxx Fargo Bank, National Association, the Company, X.X. Xxxxx Incorporated, Moorestown Finance, Inc. and Xxxxxxxxx Assets, Inc., satisfactory in form and substance to the Administrative Agent, evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all indebtedness thereunder is being paid in full (other than the Existing Letters of Credit), all commitments to make advances thereunder have been terminated, and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released;
(x) the Security Documents (other than the Mortgage), each duly executed by Holdings and/or the Initial Borrower, as applicable;
(xi) all other Loan Documents, each duly executed by Holdings and/or the Initial Borrower, as applicable;
(xii) the Disbursement Letter, duly executed by each of the parties thereto;
(xiii) that certain Joinder to Credit Agreement and Loan Documents, duly executed by the Company and its Subsidiaries, pursuant to which the Company and its Subsidiaries become party to this Agreement, the Notes, the Security Documents and the other Loan Documents as a Disbursement Instruction Agreement effective Borrower or Guarantor, as required by the Administrative Agent;
(xiv) results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements reasonably satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;
(A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents (subject only to Permitted Encumbrances) and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) control agreements with respect to the Loan Parties’ securities and investment accounts;
(xvi) Collateral Access Agreement Datecovering all Real Estate owned by Urban Renewal, duly executed by Urban Renewal and the applicable Loan Parties; and
(xiixvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Agents reasonably may require.
(b) Any After giving effect to (i) the funding under the Loans on the Closing Date and (ii) all Letters of Credit to be issued at, or immediately subsequent to such establishment, Availability shall be not less than $20,000,000 (it being understood, for the avoidance of doubt, that all cash on hand of the Borrowers on the Closing Date shall be applied to repay the indebtedness outstanding under the Existing Credit Agreement).
(c) The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present in all material respects the business and financial condition of the Loan Parties. No change shall have occurred since January 1, 2011 in the condition, assets or business of the Company and its Subsidiaries, except such changes that have not had or would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement).
(d) The Administrative Agent shall be reasonably satisfied with the capital structure of the Loan Parties. Without limiting the foregoing, the Loan Parties shall not have any indebtedness for borrowed money outstanding on the Closing Date other than Indebtedness hereunder the Senior Credit Facility and other Permitted Indebtedness.
(e) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document.
(f) All fees and expenses required to be paid to the Agents on or before the Closing Date shall have been paidpaid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full.
(cg) Unless waived by the Administrative Agent, the Borrower The Borrowers shall have paid all reasonable 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 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 Borrower Borrowers and the Administrative Agent).
(h) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, and shall be satisfied that the Loan Parties are in compliance with all Laws.
(i) The Administrative Agent shall have been provided with complete copies of the final Merger Documents.
(j) The Merger shall have been or shall contemporaneously be consummated on terms set forth in the Merger Agreement; provided that any material changes to the Merger Agreement or any waiver to the conditions precedent set forth in the Merger Agreement shall have been approved by the Agent to the extent such changes or waiver would reasonably be expected to be materially adverse to the Credit Parties;
(k) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date;
(l) The Merger Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that, notwithstanding anything set forth in this Agreement or any other Loan Document to the contrary, a failure of any Merger Agreement Representation to be true and correct shall not result in a failure of a condition to the Credit Extension hereunder, unless such failure results in a failure of a condition precedent to the obligation of Holdings and the Initial Borrower to effect the Merger or such failure gives Holdings or the Initial Borrower the right (determined without regard to any notice requirement) to terminate any of their obligations (or to refuse to consummate the Merger) under the Merger Agreement; and
(m) After giving effect to the consummation of the transactions contemplated on the Closing Date, no Default or Event of Default shall then exist. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented 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 (Nicole Crafts LLC)
Conditions of Initial Credit Extension. The obligation of each Lender and the L/C Issuer to make its any initial Credit Extension hereunder is subject to satisfaction or waiver by the applicable party of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specifiedfollowing items, each properly executed by a Responsible Officer of the signing applicable Loan Party, each dated as of 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 and each of the Lendersits legal counsel:
(i) executed counterparts Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of this Agreement and reaffirmations Administrative Agent under the Security Instruments as a first priority Lien under U.S. law as to items of Collateral in which a security interest may be perfected by the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Propertyfiling of financing statements;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Notelegal opinion from Xxxxxxxx and Xxxxx LLP;
(iii) copies of the Organization Documents of each Loan Party certified to be true secretary’s certificates, borrowing request and complete by closing certificates set forth on the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct closing checklist attached hereto as of the Closing DateExhibit G;
(iv) such certificates a solvency certificate in the form of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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 partyExhibit I;
(v) such documents and certifications as the Administrative Agent may reasonably require Loan Documents, except for those items that are specifically permitted herein to be delivered after the Closing Date; and
(vi) evidence that each of the Borrowerpayment in full and cancellation of the Existing Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Parent Existing Agreement and STAG Industrial GPother evidence of Lien releases and other related matters on terms acceptable to Administrative Agent.
(b) The representations and warranties of the Loan Parties contained in Article V or any other Loan Document, LLC shall be true and correct in all material respects (or in all respects for such representations and warranties that are duly organized or formed, by their terms already qualified as to materiality) on and that as of the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation date of properties or the conduct of its business requires such qualificationinitial Credit Extension, except to the extent that failure such representations and warranties specifically refer to do so could not reasonably an earlier date, in which case they shall be expected to have a Material Adverse Effect;
true and correct in all material respects (vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent or in all respects for such representations and each Lender, warranties that are by their terms already qualified as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viimateriality) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrowersuch earlier date;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower No Default or Event of Default shall have paid occurred and be continuing, or would immediately result from such initial Credit Extension and the consummation of the Transaction and the Loan Documents;
(d) All accrued costs, fees and expenses (including all reasonable and documented out-of-pocket 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 reasonable out-of-pocket fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable out-of-pocket 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 Borrowers and Administrative Agent) and the fees and expenses of any other advisors) and other compensation due and payable to Administrative Agent, the Arranger and the Lenders on or before the Closing Date shall have been paid (or deducted from the initial funding of the Loans hereunder), to the extent set forth in the Fee Letter or otherwise invoiced at least two (2) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower Agent).
(e) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year ended December 31, 2015, and (ii) unaudited consolidated balance sheets and related statements of income and cash flows of Holdings and its Subsidiaries for the Fiscal Quarter ended September 30, 2016; it being agreed and understood that as of the date hereof, the Administrative Agent has received such documents.
(f) The Administrative Agent shall have received an unaudited pro forma consolidated balance sheet of the Borrowers and their Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to clause (e) above adjusted to give effect to the Transactions as if the Transactions had occurred as of such date (in the case of such pro forma balance sheet) or at the beginning of such period (in the case of the pro forma statement of income) (it being understood that no valuation of assets or purchase price accounting shall be required).
(g) The Borrowers and the other Loan Parties shall have provided the documentation and other information to the Administrative AgentAgent (to the extent reasonably requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date) that are required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the PATRIOT Act, in each case at least three (3) days prior to the Closing Date.
(h) Administrative Agent shall be satisfied that after giving pro forma effect to (i) the initial Credit Extension hereunder, (ii) consummation of the Transactions and payment of all fees and expenses in connection therewith, the Consolidated Total Net Leverage Ratio shall not be greater than 3.25:1.00.
(i) After giving effect to the initial Credit Extension hereunder and consummation of the Transactions and payment of all fees and expenses in connection therewith, the Revolving Credit Outstandings shall not exceed $25,000,000 on the Closing Date. Notwithstanding anything herein to the contrary, the terms of the Loan Documents shall be in a form such that they do not impair availability of the Loans on the Closing Date if the conditions set forth in Section 4.01 are satisfied or waived (it being understood that to the extent any security interest in Collateral (including the creation or perfection of any security interest) (other than (x) grants of security interests in Collateral subject to the Uniform Commercial Code that may be perfected by the filing of Uniform Commercial Code financing statements and (y) the delivery of equity certificates for certificated Equity Interests of Holdings’ Domestic Subsidiaries that are part of the Collateral) is not or cannot be provided or perfected on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, without undue burden or expense, the delivery of such Collateral (and granting and perfecting of security interests therein) shall not constitute a condition precedent to the availability of the Loans on the Closing Date but shall be required to be delivered within 90 days after the Closing Date (or such later date as may be reasonably agreed by the Administrative Agent in its sole discretion) pursuant to arrangements to be mutually agreed). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties those Loan Documents listed on Schedule 5.01, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered Property;Borrower
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties acceptable to Agent addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably requestrequest and in form and substance reasonably satisfactory to Agent;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2012, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that all insurance required to be maintained by Section 7.07 hereof has been obtained and is in effect;
(ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained a schedule of Swap Contracts then in force and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as Agent, the Administrative Agent L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date Date, including the upfront fee described in Section 2.08(c), shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before December 27, 2013.
(e) There shall not have occurred any material disruption or material adverse change in the financial, banking, or capital markets which Agent deems to materially impair the syndication of this credit facility. Without limiting the generality of the provisions of the last paragraph of Section 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder on the Effective Date 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 telecopies other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgreement;
(ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a NoteNote to the extent requested five (5) Business Days prior to the Effective Date;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) 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 become a party;
(viv) copies of each Loan Party’s Organization Documents (or a certification that such Organization Documents have not been amended since the date such Organization Documents were previously delivered to the Agents under the Existing Credit Agreements) and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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 qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viiiv) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that as to the conditions specified set forth in Sections 5.02(aclause (d) and of this Section 4.01;
(bvi) have been satisfied, and (B) that there has been no event or circumstance since a solvency certificate signed by the date Chief Financial Officer of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or Lead Borrower substantially in the aggregateform attached hereto as Exhibit F;
(vii) the Security Agreement and certificates evidencing any stock being pledged thereunder, a Material Adverse Effecttogether with undated stock powers executed in blank, each duly executed by the applicable Loan Parties;
(viii) all other Loan Documents set forth on Schedule 4.01;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effecteffect and that the Collateral Agent has been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named;
(x) a Borrowing Base Certificate prepared as of the last day of the most recent Fiscal Month ending at least 30 calendar days prior to the Effective Date;
(xi) a Disbursement Instruction Agreement effective results of searches or other evidence reasonably satisfactory to the Agents (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and releases or subordination agreements reasonably satisfactory to the Agents are being tendered concurrently with the Effective Date or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;
(xii) Uniform Commercial Code financing statements and all other documents and instruments required by Law or reasonably requested by the Agents to be delivered, filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents shall have been (or have been authorized by the Loan Parties to be) so delivered, filed, registered or recorded to the satisfaction of the Administrative Agent;
(xiii) a customary legal opinion (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties and (B) Xxxxx Hill PLC, Pennsylvania counsel to the Loan Parties, in each case addressed to the Administrative Agent and each Lender;
(xiv) an Intercreditor Agreement Datewith the Existing NPA Agent;
(xv) an amendment to the Existing Note Purchase Agreement, duly executed by the parties thereto, which amendment shall amend the Existing Note Purchase Agreement, among other things, to permit the ABL Facility; and
(xiixvi) such other assurances, certificates, documents, consents or opinions as copies of an of initial field examination and appraisal with respect to the Administrative Agent or the Required Lenders reasonably may requireABL Priority Collateral.
(b) Any All fees required to be paid on or before the Closing Effective Date pursuant to this Agreement and the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Effective Date pursuant to this Agreement, in each case to the extent invoiced at least two business days prior to the Effective Date, shall have been paidpaid (which amounts may be offset against the proceeds of the Loans).
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 The Administrative Agent shall have received notice from such Lender at least three (3) Business Days prior to the proposed Closing Effective Date specifying its objection all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, that has been reasonably requested by the Arrangers at least ten (10) days prior to the Effective Date.
(A) All representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except where qualified by materiality, in which case such representations and warranties that are qualified by materiality shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and (B) no Default or Event of Default shall exist or have occurred and be continuing on and as of the date of the making of such Loan and after giving effect thereto.
(e) Prior to or substantially simultaneously with the initial Credit Extension on the Effective Date, evidence (i) that the Parent shall have received not less than $200,000,000 in gross proceeds from the initial public offering (the “IPO Proceeds”) of Equity Interests of the Parent (the “IPO”) and (ii) the repayment in full of the Indebtedness under, and the termination of, the Existing ABL Credit Agreement and the Existing Term Loan Credit Agreement, including the release of the Liens securing the obligations thereunder.
(f) After giving effect to the receipt by the Parent of the IPO Proceeds and repayment of the Indebtedness described in clause (e)(ii) above, Liquidity shall not be less than $120,000,000.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Keane Group, Inc.)
Conditions of Initial Credit Extension. The effectiveness of the amendment and restatement of the Original Credit Agreement pursuant to this Agreement and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a NoteLender;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent Lender 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;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion letter of DLA Piper LLP (US), counsel to the Loan Parties, Borrower acceptable to Lender addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders may reasonably requestin form and substance satisfactory to Lender;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xvi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiivii) such other the assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders and opinion letters (A) listed on Schedule 4.01 hereto and (B) otherwise reasonably may requirerequired by Lender.
(b) Any All fees required to be paid on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative AgentLender, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement Agreement, the Disclosure Letter and reaffirmations to the Guaranties Guaranty made by Cost Plus Management Services, Inc. and Cost Plus Marketing Services, Inc., sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Secretary or Assistant Secretary of each Loan Party as the Administrative Agent may 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, Borrower and each Guarantor existing as of the Parent and STAG Industrial GP, LLC are Closing Date is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion or opinions of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G F and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements July 31, 2004 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of evidence that the Existing Credit Agreement has been or concurrently with the Closing Date, signed by a Responsible Officer of Date is being terminated and all Liens securing obligations under the BorrowerExisting Credit Agreement have been or concurrently with the Closing Date are being released;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiA) a Disbursement Instruction Agreement effective Consolidating Asset Report dated as of January 31, 2004, and (B) a Consolidating Revenue Report in respect of the Agreement Datefour fiscal quarter period of the Borrower ended on or about January 31, 2004; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer 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) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 .
(d) The Closing Date shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred on or before November 18, 2004.
Appears in 1 contract
Samples: Credit Agreement (Cost Plus Inc/Ca/)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agent, each Arranger and each of the Lenders:
(i) fully executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyPrincipal Borrower;
(ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 partyparty (provided, that with respect to all of the above other than resolutions or similar approval/authority documents, to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items);
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified to engage in business in 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 EffectEffect (provided, that to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items and shall not be required to provide new good standing or similar certifications from Governmental Authorities);
(viv) a favorable opinion of DLA Piper LLP (US)Pxxxxx Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of each of the Borrower Borrowers certifying (A) that each Consolidated Party is in compliance with all existing financial obligations, (B) all governmental, shareholder and third party consents and approvals necessary for the Loan Parties to enter into the Loan Documents and fully perform thereunder, if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11; (D) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and ; (BE) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (F) the current Debt Ratings; and (G) a calculation of the TL/TA Ratio as of the last day of the fiscal quarter of the Principal Borrower most recently ended prior to the Closing Date;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) There shall not have occurred a material adverse change since December 31, 2010 in the business, assets, operations or condition (financial or otherwise) of the Borrowers and the other Loan Parties taken as a whole, or in the facts and information regarding such entities as represented to date.
(c) There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.
(d) Any fees required to be paid on or before the Closing Date shall have been paid.
(ce) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Highwoods Realty LTD Partnership)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), 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 and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgreement;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of Note to the Organization Documents of each Loan Party certified extent such Lender requests such Note at least two Business Days prior to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iviii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such certificates Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party and (y) that such documents or agreements have not been amended since the First Restatement Date (or, if later, the date such Loan Party became a Guarantor) (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other actionrelevant governing body, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent case may require evidencing be, authorizing the identityexecution, authority delivery and capacity performance 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 it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect on the Closing Date without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party.
(iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable an opinion of DLA Piper LLP (US)Xxxx, Xxxxxxx & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as Lender and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(vii) 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that as to the satisfaction of the conditions specified set forth in Sections 5.02(aSection 4.02(a) and (bSection 4.02(b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xivii) a Disbursement Instruction Agreement effective Loan Notice or Letter of Credit Application, as of applicable, relating to any Request for Credit Extension on the Agreement Closing Date; and
(xiiviii) such other assurancesa certificate from the chief financial officer of Holdings attesting to the Solvency of Holdings, certificates, documents, consents or opinions as the Administrative Agent or Borrower and the Required Lenders reasonably may requireRestricted Subsidiaries on a consolidated basis after giving effect to the Transactions.
(b) Any All fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent, the Arrangers and the Lenders on or before the Closing Date (including fees pursuant to the Fee Letter) shall have been paidpaid in full in cash (which amounts may be offset against the loan proceeds funded on the Closing Date) (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date).
(c) Unless waived by The Refinancing shall have been consummated substantially concurrently with the Closing Date.
(d) Since December 31, 2020, there has been no change, occurrence or development that has had or would reasonably be expected to have a Material Adverse Effect of the type described in clause (a) of the definition thereof.
(i) No later than two Business Days in advance of the Closing Date, the Administrative Agent, the Borrower Agent shall have paid received all fees, charges documentation and disbursements of counsel to other information reasonably requested by the Administrative Agent (directly to such counsel if requested on behalf of any Lender) in writing at least 10 Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative AgentUSA PATRIOT Act and (ii) to the extent invoiced the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received (on behalf of any Lender that has requested the same in writing to the Borrower at least 10 Business Days prior to the Closing Date) at least two Business Days prior to the Closing Date, plus such additional amounts a Beneficial Ownership Certification in relation to the Borrower.
(f) The Arrangers shall have received the Specified Financial Statements.
(g) Each document (including any UCC (or similar) financing statement) required by the Collateral Documents in order to create (or reaffirm) in favor 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 10.03, for purposes the benefit of determining compliance itself and the other Secured Parties, a perfected Lien on the Collateral described therein with the conditions specified in this Section 5.01priority required therein, each Lender that has signed this Agreement shall be deemed to have consented toin proper form for filing, approved registration 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 theretorecordation.
Appears in 1 contract
Samples: Amendment No. 1 (Black Knight, Inc.)
Conditions of Initial Credit Extension. The obligation of the U.S. L/C Issuer and each Lender to 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 telecopies facsimiles or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, 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 and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgreement;
(ii) a Note executed by the Borrower Company or Keurig Trading, as applicable, in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified Note at least two Business Days prior to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iviii) such certificates (A) a copy of resolutions the certificate or other actionarticles of incorporation or organization, incumbency certificates and/or other certificates including all amendments thereto, of Responsible Officers each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (if applicable) of each Loan Party as the Administrative Agent may require evidencing the identityof a recent date, authority and capacity from such Secretary of each Responsible Officer thereof authorized State or similar Governmental Authority (with respect to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Keurig Trading, being its certified excerpt of the Borrower, competent Swiss cantonal commercial register and its certified copy of the Parent articles of association) and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viiB) a certificate of a Responsible Officer of each Loan Party either dated the Closing Date and certifying (Aw) attaching copies that attached thereto is a true and complete copy of all consentsthe Organization Documents or bylaws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, licenses (x) that attached thereto is a true and approvals required in connection with complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it such Person is a partyparty and that such resolutions have not been modified, rescinded or amended and such consents, licenses and approvals shall be are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or certified excerpt of the competent Swiss commercial register furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) stating that no such consents, licenses or approvals are so requiredabove;
(viiiA) an opinion of Ropes & Xxxx LLP, counsel to the Loan Parties and (B) Xxxxx & XxXxxxxx Zurich, special Swiss counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each Lender, in form and substance customary for senior credit facilities in transactions of this kind;
(v) a certificate signed by the chief financial officer of the Company attesting to the Solvency of the Loan Parties, on a consolidated basis, after giving effect to the transactions contemplated by this Agreement, substantially in the form of Exhibit I;
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified set forth in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiivii) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as concurrently with the Administrative Agent Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Required Lenders reasonably may requireClosing Date are being released.
(bi) Any All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date pursuant to the Fee Letters shall have been paid.
, and (cii) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, disbursements and other charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by and the Administrative Agent) Arrangers shall have been paid to the extent invoiced at least two business days before the Closing Date.
(c) The Administrative Agent and Arrangers shall have received all documentation and other information about the Company and the other Loan Parties as has been reasonably requested in writing by the Administrative Agent or the Arrangers at least 10 days prior to the Closing DateDate and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, 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 including without limitation the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each such 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent Borrower and STAG Industrial GP, LLC are each Material Insurance Subsidiary is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation state 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 Effectincorporation and/or domicile;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders may reasonably request;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is in effect;
(xi) a Disbursement Instruction that obligations under the Existing Credit Agreement effective as of have been or concurrently with the Agreement DateClosing Date are being satisfied; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 (Safeco Corp)
Conditions of Initial Credit Extension. The effectiveness of this Agreement, the amendment and restatement of the Existing Credit Agreement and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is are all subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note of a given Class executed by the Borrower in favor of each Lender of such Class requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent Borrower and STAG Industrial GP, LLC are Guarantors is validly existing, in good standing and qualified to engage in business in its state of organization and each other 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as and covering such matters relating to the matters set forth in Exhibit G and such other matters concerning the BorrowerLoan Parties, the Parent and STAG Industrial GP, LLC and the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders may reasonably request; provided, however, that opinions with respect to Subsidiary Guarantors that are not organized in the States of Delaware, Maryland and Michigan (other than enforceability opinions with respect to any Loan Document to which such Subsidiary Guarantors is a party which will not be from the jurisdiction of formation unless otherwise requested below), will be required only if requested by the Administrative Agent, in its sole discretion, with the understanding that enforceability opinions will be required with respect to any Loan Document to which such Subsidiary Guarantors is a party, which if the Administrative Agent has not requested other opinions in addition to enforceability, may be subject to necessary assumptions to avoid the requirement of having opinions from the jurisdiction of formation of such Subsidiary Guarantors;
(viivi) a certificate of a Responsible Officer of each Loan Party the Parent either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such each Loan Party and the validity against such each 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Parent certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on September 30, 2019, signed by a Responsible Officer of the Borrower;
(ix) a duly completed Unencumbered Pool Report calculated as of September 30, 2019, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateUSA Patriot Act; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuers, the Swing Line Lenders or the Required Lenders reasonably may require.
(b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or governmental authority related to the Loan that could reasonably be expected to have a Material Adverse Effect.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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: Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder in accordance with the Closing Funding Memorandum 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to by the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyLoan Party;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) counterparts of the following documents, duly executed by all the parties thereto, in a form acceptable to the Administrative Agent: (A) Closing Funding Memorandum, (B) Deposit Account Control Agreement, (C) Dutch Pledge Agreement, (D) a Foreign Exchange Risk Indemnity Letter from the Company and Albemarle Catalysts International L.L.C. to the Administrative Agent, and (E) a payoff letter and instructions regarding the Existing Credit Agreement from the Company;
(iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;
(ivv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(vvi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified to engage in business in its state of organization or formation, the state of its principal place of business and each other 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 would not reasonably be expected to have a Material Adverse Effect;
(vivii) a favorable opinion of DLA Piper LLP (US)Hunton & Xxxxxxxx, counsel to the Loan Parties, and a favorable opinion of NantaDutilh, special counsel to the Administrative Agent, regarding the Dutch Pledge Agreement, in each case addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(viiviii) a certificate of a Responsible Officer of each Loan Party the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the Transaction and the execution, delivery and performance by such the Loan Party Parties and the validity against such the Loan Party Parties of the Loan Documents to which it is such Loan Parties are 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;
(viiiix) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectcurrent Debt Ratings;
(ix1) consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003, including balance sheets and income and cash flow statements, in each case audited by independent public accountants of recognized national standing and prepared in conformity with GAAP;
(2) consolidated financial statements of the Acquired Business for the fiscal year ended December 31, 2003, including balance sheets and income and cash flow statements, in each case in the form furnished to the Company by the seller of the Acquired Business;
(3) unaudited consolidated financial statements of the Company and its Subsidiaries and of the Acquired Business for the fiscal quarters ending March 31, 2004, including balance sheets and statements of income or operations, shareholders’ equity and cash flows (which, in the case of the financial statements of the Acquired Business, shall be limited to statements of income or operations in the form provided to the Company by the seller thereof);
(4) pro forma consolidated financial statements of the Company and its Subsidiaries (after giving effect to the Transaction) for each quarter during the first year of this Agreement and for each year thereafter until the Maturity Date including balance sheets and statements of income or operations, shareholders’ equity and cash flows; and
(5) a duly completed Compliance Certificate as of the Closing Date, signed by certificate from a Responsible Officer of the Borrower;
(x) evidence Company demonstrating that all insurance required to be maintained pursuant upon giving effect to the Loan Documents has been obtained initial Credit Extensions and the consummation of the Transaction, the Company is in effect;
(xi) a Disbursement Instruction Agreement effective as of compliance with the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may requirefinancial covenants set forth in Section 8.08.
(b) Since April 17, 2004, there shall have not occurred (i) the destruction of all or substantially all of the properties of the Acquired Business located in Amsterdam, the Netherlands or in Pasadena, Texas, or (ii) any other event that has or is likely to have a material adverse effect on the Acquired Business, taken as a whole, and not arising as a result of the announcement of the Acquisition thereof.
(c) The Multi-Year Credit Agreement shall have become effective.
(d) Any fees required to be paid on or before the Closing Date shall have been paid, subject to the provisions of the Closing Funding Memorandum.
(ce) Unless waived by the Administrative Agent, the Borrower The Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The effectiveness of this Agreement, the amendment and restatement of the Existing Credit Agreement and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is are all subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note of a given Class executed by the Borrower in favor of each Lender of such Class requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent Borrower and STAG Industrial GP, LLC are Guarantors is validly existing, in good standing and qualified to engage in business in its state of organization and each other 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as and covering such matters relating to the matters set forth in Exhibit G and such other matters concerning the BorrowerLoan Parties, the Parent and STAG Industrial GP, LLC and the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders may reasonably request; provided, however, that opinions with respect to Loan Parties (other than the Parent and the Borrower) that are not organized in the States of Delaware, Maryland and Michigan (other than enforceability opinions with respect to any Loan Document to which such Loan Party is a party which will not be from the jurisdiction of formation unless otherwise requested below), will be required only if requested by the Administrative Agent, in its sole discretion, with the understanding that enforceability opinions will be required with respect to any Loan Document to which such Loan Party is a party, which if the Administrative Agent has not requested other opinions in addition to enforceability, may be subject to necessary assumptions to avoid the requirement of having opinions from the jurisdiction of formation of such Loan Parties;
(viivi) a certificate of a Responsible Officer of each Loan Party the Parent either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such each Loan Party and the validity against such each 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Parent certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on September 30, 2016, signed by a Responsible Officer of the Borrower;
(ix) a duly completed Unencumbered Pool Report calculated as of September 30, 2016, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date[intentionally omitted]; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require.
(b) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or governmental authority related to the Loan that could reasonably be expected to have a Material Adverse Effect.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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: Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, 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 and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to by the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicableapplicable or unless otherwise approved by the Administrative Agent, and certified by a Responsible Officer secretary or assistant secretary of such Loan Party Borrower to be true and correct as of the Closing Date;; in respect of the Belgian Borrower, (A) copy of the deed of incorporation (oprichtingsakte/acte de constitution), (B) copy of the latest consolidated articles of association (gecoördineerde statuten/statuts coordonnés), (C) copy of the share register, (D) a non-bankruptcy extract (attest van niet-xxxxxx/certificat de non-faillite) issued by the clerk’s office of the relevant Commercial Court and dated not earlier than 3 days prior to the Closing Date or, if relevant, the date of accession, (E) an extract from the Crossroad Bank for Enterprises dated not earlier than 3 days prior to the Closing Date or, if relevant, the date of accession and (F) evidence that an extract of the resolution delivered pursuant to Section 5.01(a)(iv) has been filed with the clerk of the relevant Commercial Court, in accordance with Article 556 of the Belgian Company Code.
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent 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 Borrower is a party; in respect of the Belgian Borrower, resolutions of the board of directors or, as the case may be, the board of managers, (A) approving the terms of, and the transactions contemplated by the Loan Documents and resolving that it will enter into, execute and perform the Loan Documents to which it is a party, (B) authorising a specific person or persons to execute the Loan Documents to which it is a party on its behalf, (C) authorising a specific person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Loan Documents to which it is a party, (D) appointing and/or confirming the appointment of the Company as its agent and any process agents required pursuant to the terms of the Loan Documents, and (E) stating that the entering into and execution of the Loan Documents is in its corporate benefit and in conformity with its corporate purpose; in respect of the Belgian Borrower which is a “commanditaire vennootschap op aandelen (CVA) / société en commandite par actions (SCA)”, resolutions of its shareholders’ meeting, or written resolutions of all its shareholders, approving the change of control provisions in the Loan Documents, to which the Belgian Borrower is a party, including without limitation, Section 8.02;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrowers is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease state of organization 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 Effectformation;
(vi) a favorable opinion opinions of DLA Piper Xxxxxx Xxxx & Xxxxxx LLP (US)and Hunton & Xxxxxxxx LLP, counsel to the Loan PartiesBorrowers, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.01(c) and 5.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectcurrent Debt Ratings;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by Since December 31, 2012, there shall not have occurred a material adverse change in the Administrative Agentoperations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower Company or the Consolidated Group taken as a whole.
(d) The Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 (Albemarle Corp)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty (as applicable), 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 and each of the LendersAgent:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertySecurity Agreement Amendment;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of Note to the Organization Documents of each Loan Party certified extent such Lender requests such Note at least two Business Days prior to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iviii) a certificate dated the Closing Date and executed by a Responsible Officer of each of the Loan Parties, certifying (A)(x) that attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of such certificates Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of such Loan Party and (y) that such documents or agreements have not been amended since the Original Closing Date (or, if later, the date such Loan Party became a Guarantor) (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (B)(x) that attached thereto is a true and complete copy of resolutions or written consents of its shareholders or board of directors or other actionrelevant governing body, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent case may require evidencing be, authorizing the identityexecution, authority delivery and capacity performance 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 it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect on the Closing Date without amendment, modification or rescission, and (y) as to the incumbency and genuineness of the signature of the officers, directors, managers or other authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party.
(iv) the Administrative Agent shall have received a certificate as of a recent date of the good standing (or equivalent) of each of the Loan Parties under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vi) a favorable an opinion of DLA Piper LLP (US)Weil, Gotshal & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as Lender and in form and substance reasonably satisfactory to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent;
(vii) 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that as to the satisfaction of the conditions specified set forth in Sections 5.02(aSection 4.02(a) and (bSection 4.02(b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xivii) a Disbursement Instruction Agreement effective Loan Notice or Letter of Credit Application, as of applicable, relating to any Request for Credit Extension on the Agreement Closing Date; and
(xiiviii) such other assurancesa certificate from the chief financial officer of Holdings attesting to the Solvency of Holdings, certificates, documents, consents or opinions as the Administrative Agent or Borrower and the Required Lenders reasonably may requireRestricted Subsidiaries on a consolidated basis after giving effect to the Transactions.
(b) Any All fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent, the Arrangers and the Lenders on or before the Closing Date (including fees pursuant to the Fee Letter) shall have been paidpaid in full in cash (which amounts may be offset against the loan proceeds funded on the Closing Date) (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date).
(c) Unless waived by the Administrative Agent, the Borrower The Refinancing shall have paid all feesbeen consummated substantially concurrently with the Closing Date.
(d) Since December 31, charges and disbursements 2017, there has been no change, occurrence or development that has had or would reasonably be expected to have a Material Adverse Effect of counsel to the Administrative Agent type described in clause (directly to such counsel if requested by a) of the Administrative Agentdefinition thereof.
(e) to the extent invoiced prior to No later than two Business Days in advance of 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 all documentation and other information reasonably requested by the Administrative Agent (on behalf of any Lender) in writing at least 10 Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(f) The Lead Arrangers shall have received the Specified Financial Statements.
(g) Each document (including any UCC (or similar) financing statement) required by the Collateral Documents in order to create (or reaffirm) in favor of the proposed Closing Date specifying its objection theretoAdministrative Agent, for the benefit of itself and the other Secured Parties, a perfected Lien on the Collateral described therein with the priority required therein, shall be in proper form for filing, registration or recordation.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party as listed on Schedule 4.01(a) is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrowers’ as listed on Schedule 4.01(a) is validly existing, in good standing and qualified to engage in business in each jurisdiction of the jurisdictions’ as listed on Schedule 4.01(a) 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxx X. Xxxxxxxx, counsel to Associate General Counsel of the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date;
(ixviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date, signed by a Responsible Officer of the BorrowerCompany;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xix) a Disbursement Instruction all principal and interest owing under the Prior Agreement effective as of the Agreement Dateshall have been refinanced pursuant to this Agreement, and all fees and other amounts outstanding thereunder shall have been paid in full; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any The Company shall have paid to the Lenders, the Administrative Agent, the Joint Lead Arrangers and the Joint Bookrunner all fees required to be paid and all reasonable expenses for which invoices have been presented, on or before the Closing Date shall have been paidDate.
(c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by as required under the Administrative Agent) Loan Documents, 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 Borrower Company and the Administrative Agent).
(d) The Closing Date shall have occurred on or before August 31, 2007. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary of each Loan Party the Borrower as the Administrative Agent may 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 partyDocuments;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formedand in good standing in Oklahoma, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, Borrower is in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxx & Xxxxxxx, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning E;
(vi) a favorable opinion of Xxxxx Liddell & Xxxx LLP, special New York counsel to the Borrower, addressed to the Parent Administrative Agent and STAG Industrial GPeach Lender, LLC and as to the Loan Documents as the Required Lenders may reasonably requestmatters set forth in Exhibit F;
(vii) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b4.02(a) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixa) a duly completed Compliance Certificate as of the Closing Datematerial adverse change in, signed by or a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agentmaterial adverse effect upon, the Borrower shall have paid all feesoperations, charges and disbursements of counsel to the Administrative Agent business, properties, assets, liabilities (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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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.actual
Appears in 1 contract
Samples: Credit Agreement (Oneok Inc /New/)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties those Loan Documents listed on Schedule 5.01, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered Property;Borrower
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties acceptable to Agent addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably requestrequest and in form and substance reasonably satisfactory to Agent;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2012, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that all insurance required to be maintained by Section 7.07 hereof has been obtained and is in effect;
(ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained a schedule of Swap Contracts and is Forward Sales Contracts then in force and effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as Agent, the Administrative Agent L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date Date, including the upfront fee described in Section 2.08 (c), shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before December 27, 2013.
(e) There shall not have occurred any material disruption or material adverse change in the financial, banking, or capital markets which Agent deems to materially impair the syndication of this credit facility. Without limiting the generality of the provisions of the last paragraph of Section 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Company as the Administrative Agent may 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 it is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Company is duly organized or formed, and that the Borrower, the Parent Company is validly existing and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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 Effectstanding;
(viv) favorable opinions of a favorable opinion vice president and assistant general counsel of the Company and DLA Piper LLP (Xxxxx Xxxxxxx Xxxx Xxxx US), LLP, special outside counsel to the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning in the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestaggregate;
(viivi) a certificate of a Responsible Officer of each Loan Party the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Company and the validity against such Loan Party the Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of April 3, 2005;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Company ended on April 3, 2005, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement DateCompany; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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 will have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall Company will have paid all 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall will 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 will not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent).
(d) The Closing Date will have occurred on or before August 31, 2005. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall will 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 will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Starbucks Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, the Security Agreement, the Pledge Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertySubsidiary Guaranty;
(ii) a Note Notes executed by the Borrower in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified standing, as applicable in their respective jurisdictions of formation;
(v) such executed documents as the Administrative Agent may reasonably require to engage perfect the Lenders’ first priority security interest in business in each jurisdiction where its ownershipthe Collateral, lease or operation of properties or the conduct of its business requires such qualification, except subject to the extent that failure Liens set forth in Schedule 7.01, including notices of grants of security interests in intellectual property to do so could not reasonably be expected to have a Material Adverse Effectfiled with the United States Patent and Trademark Office or United States Copyright Office, filings with the United States Surface Transportation Board and stock transfer powers;
(vi) a favorable opinion opinions of DLA Piper Xxxx Xxxxxxxx LLP (US)and Xxxxxx Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such the Loan Party Parties and the validity against such the Loan Party Parties of the Loan Documents to which it is a partyDocuments, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that that, except as otherwise provided in Section 5.03, no such consents, licenses or approvals are so required;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;; and
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:
(a) 1. The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent:
(i) a. executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyLead Borrower;
(iiA) a Committed Loan Note executed by the Borrower Borrowers in favor of each Lender requesting a NoteCommitted Loan Note and (B) a Swing Line Loan Note executed by the Borrowers in favor of Wells Fargo Bank;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) c. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) 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;
(v) d. copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent each Loan Party is validly existing and STAG Industrial GP, LLC are validly existing, in good standing under the Laws of the jurisdiction of its incorporation or organization, and qualified to engage in business in 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;
(vi) e. a favorable opinion of DLA Piper Hogan Lovells US LLP (US)and Elsaesser Jarzabek Anderson Marks, Elliott & Macdonald, Chtd., counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vii) 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;
(viii) f. a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a) 4.01 and (b) 4.02 have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) either that (1) no consents, licenses or approvals are 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, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect, and (D) to the Solvency of the Loan Parties on a Consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby;
(ix) g. a duly completed Compliance Certificate as of the last day of the Fiscal Month of the Parent and its Subsidiaries most recently ended prior to the Closing Date, signed by a Responsible Officer of the Lead Borrower;
(x) h. evidence that all insurance required to be maintained pursuant to the Loan Documents has and all endorsements in favor of the Agents required under the Loan Documents have been obtained and is are in effect;
(xi) i. a Disbursement Instruction Agreement effective certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby;
j. the Confirmation Agreement Dateand Mortgages, each duly executed by the applicable Loan Parties;
k. all other Loan Documents (to the extent not executed and delivered in connection with the Existing Credit Agreement), each duly executed by the applicable Loan Parties;
l. the Disbursement Letter, duly executed by each of the parties thereto;
m. [intentionally omitted];
n. evidence that all other actions that the Agents may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken;
o. an appraisal of each of the properties described in the Mortgages complying with the requirements of FIRREA by a third party appraiser acceptable to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent;
p. results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;
(A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section VI.M hereof, and (C) control agreements with respect to the Loan Parties’ securities and investment accounts;
r. Collateral Access Agreement, as required by the Collateral Agent; and
(xii) s. such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Agents reasonably may require.
2. After giving effect to (bi) Any fees required the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be paid on issued at, or before the Closing Date immediately subsequent to such establishment, Availability shall have been paidbe not less than $40,000,000.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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)3. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 The Administrative Agent shall have received notice from such Lender prior a Borrowing Base Certificate dated the Closing Date, relating to the proposed Closing Date specifying its objection theretomonth ended on April 30, 2011, and executed by a Responsible Officer of the Lead Borrower.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation occurrence of each Lender to make its initial Credit Extension hereunder the Closing Date is subject to satisfaction of the following conditions precedent:precedent (except to the extent waived pursuant to Section 10.01):
(a) 1. The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyOfficer, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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 the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a party, and such consents, licenses and 129229619_9 approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(viiivii) a certificate signed by of a Responsible Officer of the Borrower certifying stating (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that that, except as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 and any other report filed after February 1, 2020 and prior to the Closing Date by the Borrower on Form 8-K with the SEC, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
Effect and (ixC) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datecurrent Ratings; and
(xiiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) 2. Any fees required to be paid on or before the Closing Date shall have been paid.
(c) 3. Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
4. The Closing Date shall have occurred on or before May 1, 2020. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 received by it (or deemed to be received by such Lender by having been posted on IntraLinks) 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, Agent each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) if requested by any Lender at least two Business Days before the Closing Date, a Note executed by the Borrower Company in favor of each Lender so requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or the corporate secretary or assistant secretary of each Loan Party the Company as the Administrative Agent may 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 the Company is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrowerfollowing documents:
(1) the articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the Parent and STAG Industrial GP, LLC are duly organized Secretary or formed, and that Assistant Secretary of the Borrower, Company as of the Parent and STAG Industrial GP, LLC are validly existing, in Closing Date; and
(2) a good standing and qualified to engage in business in each jurisdiction where its ownershiptax good standing certificate for the Company from the applicable Secretary of State (or similar, lease or operation applicable Governmental Authority) of properties or the conduct States of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have Delaware and California dated as of a Material Adverse Effectrecent date;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Partiesopinion, addressed to the Administrative Agent and each Lenderthe Lenders, of Xxxx X. Xxxxxxxx, Senior Vice President and General Counsel of the Company, as to the matters set forth in Exhibit G C and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vii) 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower Company:
(1) certifying that:
(Aa) that the conditions specified representations and warranties contained in Sections 5.02(a) Article V and the other Loan Documents are true and correct on and as of such date, as though made on and as of such date;
(b) have been satisfied, and no Default or Event of Default exists or would result from the initial Borrowing;
(Bc) that there has been occurred since March 31, 2002, no event or circumstance since the date of the Audited Financial Statements that has had resulted or could reasonably be reasonably expected to have, either individually or result in the aggregate, a Material Adverse Effect;
(ix2) a duly completed Compliance Certificate as of designating the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii3) indicating the Debt Ratings;
(vii) evidence that the Existing Credit Agreements have been or concurrently with the Closing Date are being terminated and any amounts outstanding thereunder have been paid in full; and
(viii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required by the Loan Documents to be paid to the Administrative Agent or any Lender on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 .
(d) The Closing Date shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred on or before October 31, 2002.
Appears in 1 contract
Samples: Credit Agreement (McKesson Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a CREDIT AGREEMENT – Page 57 recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business (A) in Illinois, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification (except to in any such jurisdiction that the extent that failure to do so be validly existing, in good standing or qualified to engage in business in such jurisdiction could not reasonably be expected to have a Material Adverse Effect);
(viv) a favorable opinion of DLA Piper LLP (US)Sidley Austin LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G F and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied or waived (which such waiver must be in writing) and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower, certifying as to no Default under the terms of this Agreement and evidencing compliance with the Section 7.10;
(ix) a duly completed Subordination Agreement as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction UCC searches on the Borrower and its Subsidiaries evidencing no Liens except Liens permitted to exist hereunder;
(xii) evidence that the Existing Credit Agreement effective as of has been or concurrently with the Agreement DateClosing Date is being terminated; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid by the Borrower pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and invoiced 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 or on the Closing Date, plus such additional amounts of such invoiced 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 AgentAgent in accordance with the terms of this Agreement).
(d) The Closing Date shall have occurred on or before July 17, 2009. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties those Loan Documents listed on Schedule 5.01, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered Property;Borrower
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties acceptable to Agent addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably requestrequest and in form and substance reasonably satisfactory to Agent;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2012, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(viii) evidence that all insurance required to be maintained by Section 7.07 hereof has been obtained and is in effect;
(ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained a schedule of Swap Contracts then in force and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as Agent, the Administrative Agent L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date Date, including the upfront fee described in Section 2.08 (c), shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before December 27, 2013.
(e) There shall not have occurred any material disruption or material adverse change in the financial, banking, or capital markets which Agent deems to materially impair the syndication of this credit facility. Without limiting the generality of the provisions of the last paragraph of Section 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, formed and that validly existing in the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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 Effectorganization or formation;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxx & Xxxxxxx L.L.P., counsel to the Loan Parties, addressed to substantially in the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestform of EXHIBIT G;
(viivi) 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 Party, and the validity against such Loan Party Party, of the Loan Documents to which it is a party, 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(aSECTIONS 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained and or concurrently with the Closing Date is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datebeing terminated; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any The Borrower shall have paid to the Administrative Agent, the Arranger or any Lender all fees required to be paid on or before the Closing Date shall have been paidDate.
(c) Unless waived by the Administrative Agent, the The Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its the Administrative Agent's reasonable estimate of such fees, charges and disbursements Attorney Costs 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 .
(d) The Closing Date shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred before November 15, 2002.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or the General Partner acting on behalf of such Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to executed by the Guaranties Borrower, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete Guaranty executed by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing DateGuarantors;
(iv) a reaffirmation and amendment of the Tesoro Consent, duly executed by each party thereto;
(v) the Intercreditor Agreement, executed by the Borrower, the Administrative Agent, the Drop Down Administrative Agent and the other parties party thereto;
(vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party or the General Partner acting on behalf of each Loan Party as the Administrative Agent may 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;
(vvii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent Borrower and STAG Industrial GP, LLC are each Guarantor is validly existing, in good standing and qualified to engage in business in 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;
(viviii) a favorable opinion of DLA Piper each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (US)and McGuireWoods LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viiix) a favorable opinion of Brena, Xxxx & Xxxxxxxx, P.C., local counsel to the Loan Parties in Alaska, McGuireWoods LLP, local counsel to the Loan Parties in California, Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel to the Loan Parties in Idaho, Xxxxxxx Xxxxx PLLP, local counsel to the Loan Parties in Montana, Faegre Xxxxx Xxxxxxx LLP, local counsel to the Loan Parties in North Dakota, Xxxxx Xxxxx, local counsel to the Loan Parties in Utah, and Xxxxxx Xxxx Xxxxxx & Xxxx LLP, local counsel to the Loan Parties in Washington, addressed to the Administrative Agent, the Collateral Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(x) the Administrative Agent, the Arrangers and the Lenders shall have received all documentation and other information about the Borrower and the Guarantors three (3) Business Days prior to the Closing Date so long as such documentation and information has been reasonably requested in writing by the Administrative Agent, the Arrangers, and the Lenders at least seven (7) business days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act;
(xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with attesting to the execution, delivery and performance by such Loan Party and the validity against such Loan Party Solvency of the Loan Documents Parties on a consolidated basis before and after giving effect to which it is a partythe execution and delivery of the Loan Documents, and such consentsany Credit Extension to be made on the Closing Date, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so requiredfrom the chief financial officer of the Borrower;
(viiixii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.01(d) and 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xxiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral, including, without limitation, (i) standard flood hazard determination forms and (ii) if any property is located in a special flood hazard area (A) notices to (and confirmations of receipt by) the applicable Loan Party as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (B) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent;
(xixiv) a Disbursement Instruction Agreement effective as the Administrative Agent shall have completed an environmental due diligence investigation of the Agreement DateBorrower and its Subsidiaries in scope, and with results, satisfactory to the Administrative Agent; and
(xiixv) such other assurances, certificates, documents, consents evidence that the Drop Down Loan Documents shall become effective prior to or opinions as substantially concurrently with the Administrative Agent or the Required Lenders reasonably may requireclosing of this Agreement.
(bi) Any All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 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 Borrower and the Administrative Agent).
(d) Since December 31, 2014, there shall not have occurred any event, condition or occurrence that has had, or is reasonably expected to have, a Material Adverse Effect other than as disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and any report of the Borrower on Form 10-Q or Form 8-K filed with the Securities and Exchange Commission since December 31, 2014, and prior to December 22, 2015.
(e) All Loans outstanding under the Existing Credit Agreement shall have been repaid, and all accrued but unpaid interest, commitment fees, and other amounts outstanding thereunder shall have been paid in full; provided that, for the avoidance of doubt, Letters of Credit issued and outstanding under the Existing Credit Agreement shall remain outstanding as Letters of Credit hereunder and shall be subject to and governed by the terms and conditions hereof. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03(c), for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement Agreement, any Security Documents required by Agent in addition to Existing Loan Documents and reaffirmations to the Guaranties any other Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany and an Intercompany Note and Subordination Agreement substantially in the form of Exhibit F to this Agreement;
(ii) if any Lender requests a Note, a Note executed by the Borrower Borrowers in favor of each Lender requesting a Notesuch Lender;
(iii) copies such certificates of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicableby laws, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such operating agreements, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent 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, including, but not limited to, with respect to AMVAC Netherlands, a copy of the resolutions of the managing board of AMVAC Netherlands and, with respect to AMVAC CV, a copy of the resolutions of the meeting of partners of AMVAC CV;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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, including, but not limited to, with respect to AMVAC Netherlands, a copy of (a) the deed of incorporation (oprichtingsakte), (b) an original extract of the commercial register (uittreksel) and (c) an up to date shareholders register (aandeelhoudersregister) and, with respect to AMVAC CV, a copy of the limited partnership agreement;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G satisfactory to Agent and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiix) a Disbursement Instruction Agreement effective duly completed Compliance Certificate of the Company as of March 31, 2013 calculated based on the Agreement Datefinancial covenants contained in this Agreement, signed by a Responsible Officer of the Company;
(x) evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create, in favor of Agent, a perfected first priority Lien on the Collateral; and
(xiixi) such other assurances, certificates, documents, consents or opinions as Agent, the Administrative Agent L/C Issuer or the Required Lenders reasonably may require.
(b) Any fees (including under the Agent Fee Letter) 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 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 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 reasonably 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.
(c) Unless waived by Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to Agent (directly to such counsel if requested by 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 Agent).
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) fully executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyPrincipal Borrower;
(ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 partyparty (provided, that with respect to all of the above other than resolutions or similar approval/authority documents, to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items);
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified to engage in business in 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 EffectEffect (provided, that to the extent such materials were delivered in connection with the Existing Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items and shall not be required to provide new good standing or similar certifications from Governmental Authorities);
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxx Xxxxxxx Xxxx Xxxx US LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of each of the Borrower Borrowers certifying (A) that each Consolidated Party is in compliance with all existing financial obligations, (B) all governmental, shareholder and third party consents and approvals necessary for the Loan Parties to enter into the Loan Documents and fully perform thereunder, if any, have been obtained, (C) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (1) each of the Loan Parties is solvent, (2) no Default or Event of Default exists, (3) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, and (4) the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11; (D) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and ; (BE) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (F) the current Debt Ratings; and (G) a calculation of the TL/TA Ratio as of the last day of the fiscal quarter of the Principal Borrower most recently ended prior to the Closing Date;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiix) a Disbursement Instruction evidence that the Existing Credit Agreement effective as of has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement Datehave been or concurrently with the Closing Date are being released; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) There shall not have occurred a material adverse change since December 31, 2005 in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrowers and the other Loan Parties taken as a whole, or in the facts and information regarding such entities as represented to date; provided, that the re-evaluation of the accounting treatment given to various transactions in which the Principal Borrower and its Subsidiaries have been a party, the related restatements of certain financial statements of the Principal Borrower and Highwoods Realty, the status of the Principal Borrower’s internal control over financial reporting as disclosed in reports of the Borrowers filed prior to the date hereof with the SEC and the investigation of same by the SEC shall not be deemed a material adverse change, except to the extent such re-evaluation, restatements or investigation actually have a material adverse effect upon the financial statements previously delivered by the Principal Borrower or result in or reveal any condition or circumstance that would result in a Default or Event of Default.
(c) There shall not exist any action, suit, investigation, or proceeding pending or threatened, in any court or before any arbitrator or governmental authority that could have a Material Adverse Effect, except, in each case, related to the re-evaluation of the accounting treatment given to various transactions in which the Principal Borrower and its Subsidiaries have been a party and the related restatements of certain financial statements of the Principal Borrower and Highwooods Realty as referenced above (to the extent such re-evaluation and/or restatements do not reveal the existence of any material adverse effect upon the financial condition of the Borrowers as set forth in the financial statements previously delivered by the Principal Borrower and Highwooods Realty in connection with the Existing Credit Agreement or result in or reveal any condition or circumstance that would result in an existing Default or Event of Default under the terms and conditions set forth herein or under the other Loan Documents).
(d) Any fees required to be paid on or before the Closing Date shall have been paid.
(ce) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Highwoods Realty LTD Partnership)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder in accordance with the Closing Funding Memorandum 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to by the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyLoan Party;
(ii) a Note executed by the Borrower Borrowers in favor of each Lender requesting a Note;
(iii) counterparts of the following documents, duly executed by all the parties thereto, in a form acceptable to the Administrative Agent: (A) Closing Funding Memorandum, (B) Deposit Account Control Agreement, (C) Dutch Pledge Agreement, (D) a Foreign Exchange Risk Indemnity Letter from the Company and Albemarle Catalysts International L.L.C. to the Administrative Agent, and (E) a payoff letter and instructions regarding the Existing Credit Agreement from the Company;
(iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;
(ivv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(vvi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Parties is validly existing, in good standing and qualified to engage in business in its state of organization or formation, the state of its principal place of business and each other 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 would not reasonably be expected to have a Material Adverse Effect;
(vivii) a favorable opinion of DLA Piper LLP (US)Hunton & Wxxxxxxx, counsel to the Loan Parties, and a favorable opinion of NantaDutilh, special counsel to the Administrative Agent, regarding the Dutch Pledge Agreement, in each case addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate dated as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required and in form and substance reasonably satisfactory to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 (Albemarle Corp)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is hereunder, and the effectiveness of this Agreement, are subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s the Agents’ receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Credit Party, as applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing DateDate or such other date reasonably acceptable to the Agents) and each in form and substance satisfactory to the Administrative Agent Agents and each of the LendersLenders unless otherwise specified:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative AgentAgents, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) a certificate of a Responsible Officer of each Credit Party, attaching copies of the Organization Documents of following for each Loan Credit Party certified to be true and certifying that the same are true, correct and complete and in full force and effect, as applicable (or, with respect to its charter or similar formation documents and bylaws or similar governing document of Credit Parties other than the Borrower, Holdings, IESI, WCN and PWS Canada, certifying that the same have not been amended, restated, supplemented or otherwise modified since the prior copy of such documents previously certified and delivered to the applicable Agent in connection with the Existing WCN Credit Agreement and Existing Progressive Credit Agreement): (A) its charter (or similar formation document), certified by the appropriate Governmental Authority as of a recent date (as such concept is applicable in the state relevant jurisdiction) and all amendments and modifications thereto, (B) its bylaws (or similar governing document), (C) resolutions duly adopted by its board of directors (or similar governing body) approving each Credit Party’s execution, delivery and performance of this Agreement and the other jurisdiction of its incorporation or organization, where applicableLoan Documents to which it is party, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(ivD) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof of each Credit Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Credit Party is a party;
(viv) such documents and certifications as the Administrative Agent Agents may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Credit Party is duly organized or formed, and that the Borrower, the Parent each such Credit Party is (A) validly existing and STAG Industrial GP, LLC are validly existing, (B) in good standing and qualified to engage in business in each its 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 Effectorganization;
(viv) a favorable opinion of DLA Piper each of Lxxxxx & Wxxxxxx LLP (US)and Bxxxxxx Xxxxx LLP, special counsel to the Loan Credit Parties, and other local counsel reasonably requested by the Agents, each addressed to the Administrative Agent Agents and each Lender, as to the matters set forth in Exhibit G and covering such other customary matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Credit Parties and the Loan Documents as the Required Lenders Agents may reasonably requestrequest and otherwise in form and substance reasonably satisfactory to the Agents and consistent with opinions delivered pursuant to the Existing WCN Credit Agreement;
(viivi) a certificate of a Responsible Officer of each Loan Party the Credit Parties (A) either (Ax) attaching copies of all consents, licenses material consents and approvals required in connection with the execution, delivery and performance by such Loan Party the Credit Parties and the validity against such Loan Party the Credit Parties of the Loan Documents to which it is a party, and certifying that such consents, licenses consents and approvals shall be are in full force and effect, or (By) stating certifying that no such consents, licenses consents or approvals are so required;
, and (viiiB) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.01(b), (c) and (d) and Sections 4.02(a) and (b) have been satisfied;
(vii) copies of (A) the Audited Financial Statements, (B) the unaudited pro forma consolidated balance sheet of the Consolidated Group as at the Balance Sheet Date, and the related pro forma consolidated statements of income and cash flows of the Consolidated Group for the Reference Period ended on the Balance Sheet Date, and (BC) financial projections and business assumptions covering the period from the Closing Date through the fiscal year of the Consolidated Group ending December 31, 2020, all in form and substance reasonably satisfactory to the Agents;
(viii) the results of bringdown UCC searches (and the equivalent thereof in Canada) from those delivered to the Agents in connection with the Existing WCN Credit Agreement and Existing Progressive Credit Agreement and bankruptcy, judgment and tax lien searches, in each case with respect to WCN and the Borrower, indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Agents;
(ix) a duly completed Compliance Certificate in form and detail reasonably satisfactory to the Agents and the Lenders, evidencing pro forma compliance with each of the covenants set forth in Section 7.14 (using pro forma Consolidated EBITDA of the Consolidated Group for the Reference Period ended on March 31, 2016 (but including any addbacks to Consolidated EBITDA approved under the Existing Credit Agreements in the period from March 31, 2016 through the Closing Date) and pro forma Consolidated Total Funded Debt after giving effect to all Indebtedness of the Consolidated Group incurred or otherwise outstanding at close of business on the day prior to the Closing Date, but including the Indebtedness anticipated to be outstanding under this Agreement and the Private Placement Notes, if applicable upon closing and funding on the Closing Date); provided that, for the avoidance of doubt, it is understood and agreed that there has been the financial statements for the Borrower and its Subsidiaries used in preparing such Compliance Certificate are deemed to fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended; and
(x) such other customary assurances, certificates, documents, consents or opinions as the Agents reasonably may require after consultation with the Borrower or WCN and as such is requested no later than 7 days prior to the Closing Date.
(b) The absence of any event or circumstance since the date of the Audited Financial Statements Balance Sheet Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.
(c) The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Credit Parties, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to impair or prevent the consummation of the transactions contemplated by this Agreement or have a Material Adverse Effect. The absence of material misstatements in, or omissions from, the written materials (other than of general industry or general economic nature) previously furnished by or on behalf of the Credit Parties to the Agents for their review on or prior to the Closing Date; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such projected financial information was prepared and as of the date made available to the Agents or the Lenders (it being understood that such projections are not to be viewed as fact and are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that actual results may vary significantly from such projections).
(d) The absence of any default by the Borrower or any of its Subsidiaries under any material contract or agreement to which the Borrower or such Subsidiary is a party that could reasonably be expected to have a Material Adverse Effect.
(e) The Agents’ reasonable satisfaction (A) that the Audited Financial Statements of WCN fairly present the business and financial condition of WCN and its Subsidiaries as of the date thereof and (B) that the Audited Financial Statements of the Parent fairly present the business and financial condition of the Parent and its Subsidiaries as of the date thereof;
(ixf) a duly completed Compliance Certificate as Arrangements completely satisfactory to the Agents for the payment at closing of all accrued fees and expenses of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees Agents required to be paid on or before prior to the Closing Date shall have been paid.
made (c) Unless waived by including the Administrative Agentreasonable and documented out-of-pocket fees and expenses of one U.S. counsel and one outside Canadian counsel, and if applicable, one outside counsel in other foreign jurisdictions in which any Credit Party is organized and local counsel in Canada necessary for any lien terminations for the Borrower shall have paid all feesAgents, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) collectively, to the extent invoiced prior to the Closing Date, plus such additional amounts ) and arrangements completely satisfactory to each Arranger for the payment of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or the fees to be incurred paid on or prior to the Closing Date to such Arranger pursuant to its Fee Letter.
(g) The Agents’ and the Lenders’ receipt of all documentation and other information reasonably required by it through them under applicable “know your customer” and anti-money laundering rules and regulations, including the closing proceedings USA Patriot Act.
(provided h) Evidence that all loans and other obligations under the Existing WCN Credit Agreement have been, or concurrently with the Closing Date are being, repaid in full, all commitments thereunder have been, or concurrently with the Closing Date are being, terminated, the Existing WCN Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all payoff letters shall be in form and substance reasonably satisfactory to the Agents.
(i) Evidence that all loans and other obligations under the Existing Progressive Credit Agreement have been, or concurrently with the Closing Date are being, repaid in full, all commitments thereunder have been, or concurrently with the Closing Date are being, terminated, the Existing Progressive Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all payoff letters, UCC-3 termination statements, financing change statements, and other security interest terminations necessary to terminate the Liens securing obligations under the Existing Progressive Credit Agreement shall be in form and substance reasonably satisfactory to the Agents.
(j) The Agents and the Lenders shall have received an amendment of the Master Note Purchase Agreements to permit, among other things, the Merger and the other transactions contemplated herein, and such estimate Master Note Purchase Agreements shall not thereafter preclude have obligors which are not Credit Parties under this Agreement and no applicable representations, covenants or defaults which are more restrictive than this Agreement (it being understood that applicable representations, covenants or defaults excludes terms and provisions that are customary only for note purchase agreements and not generally customary for senior revolving credit and term loan documents).
(k) Except to the extent that it would not be materially adverse to the Lenders or is otherwise consented to in writing by the Global Agent, (w) the Merger, as consummated, and other Merger Transactions are consistent with the transactions described in the Merger Agreement, (x) the Merger and the other Merger Transactions have been consummated in accordance with the terms of the Merger Agreement and in compliance with applicable law and regulatory approvals, (y) the final terms and conditions of the Merger are, to the extent not governed by the Merger Agreement, consistent in all material respects with the Merger Agreement and (z) the Merger Agreement has not been altered, amended or otherwise changed or supplemented or any condition therein waived or consent thereunder in any manner that could reasonably be expected to be materially adverse to the Lenders. The Agents shall have received a final settling certificate executed by a Responsible Officer of accounts between the Borrower and the Administrative Agent)certifying each of clauses (w) through (z) above. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender or Agent that has signed executed and delivered (and, as applicable, released from escrow) its signature page to 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 or an Agent unless the Administrative Agent Agents shall have received notice from such Lender or Agent prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Conditions of Initial Credit Extension. The This Agreement shall become effective solely upon, and the obligation of each Lender to make its initial Credit Extension hereunder is subject to solely to, satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt Agent shall have received from each of the followingCompany, each the L/C Issuers and the Lenders a counterpart of which shall be originals or telecopies this Agreement signed on behalf of such party (followed promptly by originals) unless otherwise specifiedand, each properly executed in the case of the Company, signed by a Responsible Officer of the signing Loan Party, each dated the Closing Date Company).
(or, in the case of certificates of governmental officials, a recent date before the Closing Dateb) and each in form and substance satisfactory to the The Administrative Agent and shall have received from each Guarantor a counterpart of the Lenders:Guaranty signed by a Responsible Officer of such Guarantor.
(ic) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution to the The Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered Property;
(ii) a Note Agent shall have received Notes executed by the Borrower Company in favor of each Lender requesting a Note;
Notes (iiito the extent such request has been delivered to the Company at least two (2) copies of the Organization Documents of each Loan Party certified Business Days prior to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;).
(ivd) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the The Administrative Agent may require evidencing shall have received from 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized secretary or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease assistant secretary 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;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either a certificate dated the Closing Date and certifying:
(Ai) attaching copies that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of formation or other equivalent Organization Documents, including all consentsamendments thereto, licenses of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization,
(ii) that attached thereto is a true and approvals required complete copy of a certificate as to the good standing of such Loan Party as of a recent date from such Secretary of State (or other similar official or Governmental Authority),
(iii) that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or equivalent Organization Document of such Loan Party as in connection with effect on the Closing Date and at all times since a date prior to the date of the resolutions described in the following clause (iv),
(iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing 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 partyparty and required hereby and that such resolutions have not been modified, rescinded or amended and such consents, licenses and approvals shall be are in full force and effecteffect on the Closing Date, or (B) stating that no such consents, licenses or approvals are so required;and
(viiiv) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document delivered in connection herewith on behalf of such Loan Party.
(e) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Company in the form attached hereto as Exhibit G certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Grakon Acquisition, are Solvent.
(f) The Administrative Agent shall have received favorable opinions of Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx Xxxxxxxx & Xxxxxxx LLP, in each case in the form agreed on or prior to the Closing Date.
(g) The Administrative Agent shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows of the Company for each fiscal quarter of the Company ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date and (b) audited consolidated balance sheets and related statements of income and cash flows of the Company for each of the three most recently completed fiscal years ending at least 90 days prior to the Closing Date, including comparison on a year-to-date basis with the prior fiscal year.
(h) The Administrative Agent shall have received a certificate signed by of a Responsible Officer of the Borrower Company (i) attaching and certifying as true and correct a copy of the Purchase Agreement signed on behalf of each party thereto, together with all amendments or modifications thereto, and (Aii) that certifying as to the satisfaction of the conditions specified set forth in Sections 5.02(aclauses (i), (j), (k) and (bl) have been satisfied, and below.
(Bi) that there has been no event or circumstance since the date Each of the Audited Financial Statements that has had Purchase Agreement Representations shall be true and correct as of the Closing Date.
(j) The representations and warranties of each Borrower and each other Loan Party contained in Article V or could be reasonably expected to haveany other Loan Document, either individually or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be made on the aggregateClosing Date. Each of the Specified Representations shall be true and correct in all material respects as of the Closing Date (after giving effect to the Grakon Acquisition).
(k) Since August 20, a 2018, there shall not have occurred any Target Material Adverse Effect;.
(ixl) a duly completed Compliance Certificate Substantially concurrently with the initial Credit Extensions on the Closing Date, the Grakon Acquisition shall be consummated in accordance with the Purchase Agreement without giving effect to any amendments or supplements thereto, consents thereunder or modifications or waivers by the Company (or its Affiliates) to the provisions thereof that, in any such case, are materially adverse to the interests of the Lenders.
(m) The Loan Parties shall have (i) paid all accrued and unpaid interest on the revolving loans outstanding under the Existing Credit Agreement to the Closing Date, (ii) prepaid any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, signed by a Responsible Officer and (iii) paid all accrued fees owing to the lenders under the Existing Credit Agreement to the Closing Date. That certain Credit Agreement, dated as of October 31, 2014 (the Borrower;“Grakon Credit Agreement”), among Grakon Holdings LLC, as the borrower, the other credit parties party thereto, Antares Capital LP, as administrative agent and revolving agent, and the other lenders party thereto, shall have (or substantially concurrently with the initial Credit Extensions) been terminated and all Liens securing the same shall have been released.
(xn) evidence that all insurance required to be maintained pursuant Upon the reasonable request of any Lender made at least ten (10) days prior to the Loan Documents has been obtained Closing Date, the Company shall have provided to such Lender the documentation and is other information so requested in effect;connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Closing Date.
(xio) At least five (5) days prior to the Closing Date, if the Company qualifies as a Disbursement Instruction Agreement effective as of “legal entity customer” under the Agreement Date; and
(xii) such other assurancesBeneficial Ownership Regulation, certificates, documents, consents or opinions as it shall deliver to the Administrative Agent or and the Required Lenders reasonably may requirea Beneficial Ownership Certification in relation to the Company.
(bp) Any All fees and expenses earned, due and payable to the Administrative Agent, the Arranger or the Lenders required to be paid on or before the Closing Date shall have been paid.
(cq) Unless waived by the Administrative Agent, the Borrower Company shall have paid (directly to such counsel if requested by the Administrative Agent) all fees, charges and disbursements of counsel to the Administrative Agent (directly required to such counsel if requested by the Administrative Agent) be paid, to the extent invoiced at least two (2) days 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 and required to be paid by the Company (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent).
(r) The Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.02(a), and, to the extent any Eurocurrency Rate Loans are to be made on the Closing Date, the Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date a funding indemnity letter in connection with such Committed Loan Notices, which shall be in a form reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers a secretary or assistant secretary of each Loan Party the Borrower as the Administrative Agent may 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 partyDocuments;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formedand in good standing in Oklahoma, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, Borrower is in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxx & Xxxxxxx, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning G;
(vi) a favorable opinion of Xxxxx Lord Bissell & Liddell LLP, special New York counsel to the Borrower, addressed to the Parent Administrative Agent and STAG Industrial GPeach Lender, LLC and as to the Loan Documents as the Required Lenders may reasonably requestmatters set forth in Exhibit H;
(vii) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfiedno Default exists, and (B) that the representations and warranties of the Borrower contained in Article V are true and correct, (C) there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, (1) a Material Adverse Effectmaterial adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; (2) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (3) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document; and (D) the current Debt Ratings;
(ix) a duly completed Compliance Certificate as evidence of termination of all commitments to extend credit under the Closing Date, signed by a Responsible Officer Existing Credit Facility and repayment of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Dateamounts owed thereunder; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Oneok Inc /New/)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient Guaranty in such number for distribution to as the Administrative Agent, each Lender, and the Borrower for each Initial Unencumbered PropertyAgent may request;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)Faegre & Xxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on June 30, 2011 (giving effect to the closing of this Agreement and termination and repayment of the Existing Credit Agreement), signed by a Responsible Officer of the Borrower;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained and or concurrently with the Closing Date is in effectbeing terminated;
(xix) a Disbursement Instruction Agreement effective such UCC, tax and other lien searches with respect to the Borrower and its Subsidiaries as of the Agreement DateAdministrative Agent may request; and
(xiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable 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 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 Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to 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 telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement Agreement, all Collateral Documents and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications certificates as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, formed and that the BorrowerBorrower and each Guarantor is, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in each jurisdiction (including the provinces of Canada) 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;
(viv) a favorable an opinion of DLA Piper LLP (US), counsel to the Loan PartiesParties acceptable to Agent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as in form and substance satisfactory to Agent; provided, however, that no opinion of counsel shall be required in respect of any documents that are governed by any law other than the Required Lenders may reasonably request;Federal laws of the United States of America, the laws of the State of California and the laws of the United Kingdom.
(vii) 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;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected to have, either individually or in the aggregate, have a Material Adverse Effect[, and (C) a calculation of the financial covenants set forth in Section 6.12 as of the last day of the fiscal quarter of Borrower most recently ended prior to the Closing Date;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xvii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiiviii) such other assurances, certificates, documents, consents ,evidence of perfection of all Liens securing the Obligations(in the applicable province of Canada, under the PPSA or similar statute, in the United Kingdom, and in each applicable state of the U. S.) and opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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 10.03.
(d) The Closing Date shall have occurred on or before April 30, for purposes of determining compliance with the conditions specified 2003.
(e) Agent shall have received, in this Section 5.01, 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 form and substance satisfactory to a Lender unless it, such other assurances, certificates, documents or consents related to the Administrative foregoing as Agent or the Required Lenders reasonably may require; provided, however, that Agent shall have received notice from such Lender prior the fully executed Consent to Removal of Personal Property with respect to the proposed Closing Date specifying its objection theretoreal property commonly known as 0000 Xxxxx Xxxxxx West, Carlsbad, California 92008, on or before June 24, 2003.
Appears in 1 contract
Samples: Credit Agreement (Ashworth Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to 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 telecopies or in electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, Parties reasonably acceptable to Agent addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may in form and substance reasonably requestsatisfactory to Agent;
(viivi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) after giving effect to this Agreement and the other Loan Documents (including after giving effect to the initial Loans under this Agreement), Borrower will be Solvent;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xiix) a Disbursement Instruction Agreement effective duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower ended December 31, 2015, signed by a Responsible Officer of Borrower;
(x) a payoff letter, in form and substance satisfactory to Agent, from Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, “Xxxxx Fargo”) under that certain Credit Agreement dated September 21, 2012, by and among Brightree, as borrower, the lenders party thereto from time to time and Xxxxx Fargo (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the date hereof, the “Xxxxx Fargo Credit Agreement”);
(xi) evidence that (A) the Indebtedness owing under the Xxxxx Fargo Credit Agreement has been or will, on the Closing Date; and, be repaid in full and all commitments of the lenders thereunder to lend have been terminated and (B) all liens filed by Xxxxx Fargo against Brightree and any of its Subsidiaries in connection with the Xxxxx Fargo Credit Agreement have been or will be terminated on the Closing Date;
(xii) evidence reasonably satisfactory to Agent and the Lenders that the Brightree Acquisition has been consummated;
(xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid in connection with this Agreement (including but not limited to the Agent Fee Letter) on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable 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 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 Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before April 30, 2016. Without limiting the generality of the provisions of the last paragraph sentence of Section 10.039.03(d), for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Resmed Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies facsimiles or electronic pdfs (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a CREDIT AGREEMENT – Page 56 recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business (A) in Illinois, and (B) in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, qualification (except to in any such jurisdiction that the extent that failure to do so be validly existing, in good standing or qualified to engage in business in such jurisdiction could not reasonably be expected to have a Material Adverse Effect);
(viv) a favorable opinion of DLA Piper LLP (US)Sidley Austin LLP, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G F and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Borrower and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied or waived (which such waiver must be in writing) and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower, certifying as to no Default under the terms of this Agreement and evidencing compliance with the Section 7.10;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(x) UCC searches on the Borrower and its Subsidiaries evidencing no Liens except Liens permitted to exist hereunder;
(xi) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated;
(xii) delivery of a Disbursement Instruction Agreement effective as duly completed and executed Federal Reserve Form U-1, Statement of the Agreement DatePurpose for an Extension of Credit Secured by Margin Stock; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any fees required to be paid by the Borrower pursuant to the Fee Letters on or before the Closing Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and invoiced 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 or on the Closing Date, plus such additional amounts of such invoiced 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 AgentAgent in accordance with the terms of this Agreement).
(d) The Closing Date shall have occurred on or before July 17, 2009. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Telephone & Data Systems Inc /De/)
Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder and the effectiveness of this Agreement 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may 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 the Borrower is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are Borrower is validly existing, in good standing and qualified to engage in business in 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;; 101250789
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(viiv) a certificate of a Responsible Officer of each Loan Party the Borrower (A) stating that the representations and warranties contained in Article V are true and correct on and as of such date, as though made on and as of such date; (B) stating there is no action, suit, investigation or proceeding pending or threatened in writing in any court or before any arbitrator or Governmental Authority that purports (i) to materially and adversely affect the Borrower or its Subsidiaries, or (ii) to affect any transaction contemplated hereby or the ability of the Borrower to perform its obligations under this Agreement; and (C) either (Ai) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (Bii) stating that no such consents, licenses or approvals are so required;
(viiivi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (B) the current Debt Ratings;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the applicable L/C Issuers, the Swing Line Lender or the Required Lenders reasonably may require;
(viii) evidence that the Existing Credit Agreements have been or concurrently with the Effective Date are being terminated; and
(ix) a favorable opinion of Xxxxxxx & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent.
(b) Any fees required to be paid on or before the Closing Effective Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable 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 or on the Closing Effective 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).
(d) Upon the reasonable request of any Lender made at least ten days prior to the Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date.
(e) At least five days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 hereunder 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 Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Company in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Company as the Administrative Agent may 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 it is a party;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Company is duly organized or formed, and that the Borrower, the Parent Company is validly existing and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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 Effectstanding;
(viv) favorable opinions of a favorable opinion vice president and assistant general counsel of DLA Piper LLP (US)the Company and K&L Gates LLP, special outside counsel to the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably requestG;
(viivi) a certificate of a Responsible Officer of each Loan Party the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Company and the validity against such Loan Party the Company of the Loan Documents to which it is a party, and such consents, licenses and approvals shall will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Fixed Charge Coverage Ratio as of June 27, 2010;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Company ended on June 27, 2010, signed by a Responsible Officer of the BorrowerCompany;
(xix) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is all amounts owing thereunder have been, or concurrently therewith are being, paid in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Datefull; and
(xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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 will have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall Company will have paid all 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 or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall will 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 will not thereafter preclude a final settling of accounts between the Borrower Company and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall will 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 will have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Starbucks Corp)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:):
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrowers, unless otherwise agreed;
(ii) a Note executed by the Borrower Borrowers in favor of Bank of America and each other Lender requesting a Note;
(iii) the Ancillary Document Confirmations;
(iv) completed requests for information, dated on or before the date of the initial Credit Extension, listing all other effective financing statements filed in all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement that name any Loan Party as debtor, together with copies of such financing statements as have been filed since the Organization Documents Original Closing Date;
(v) [reserved];
(vi) a certificate of an authorized officer of each Loan Party, attaching: (a) either (x) a copy of the articles or certificate of incorporation of such Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization (or other jurisdiction comparable official in the United Kingdom and Canada) of its incorporation such Loan Party or organization, where applicable, and certified (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to be true such articles or certificate since they were last provided to the Administrative Agent, in either case, together with certificates of such official attesting to the valid existence, good standing and correct qualification to engage in business in such Loan Party’s jurisdiction of organization; (b) either (x) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the Closing Date;
date of such certification or (ivy) a certification by a Responsible Officer of such Loan Party that no changes have been made to such bylaws or operating agreement since they were last provided to the Administrative Agent; and (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vivii) a favorable opinion of DLA Piper LLP (US)Ropes & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses in form and approvals required in connection with substance reasonably satisfactory to 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 requiredAdministrative Agent;
(viii) a certificate favorable opinion of local counsel to the Loan Parties in each jurisdiction of organization of any Loan Party requested by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(ix) the Security Agreement, duly executed by each Loan Party;
(x) [reserved];
(xi) a certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to havehad, either individually or in the aggregate, a Material Adverse EffectEffect that is continuing on the Closing Date;
(ixxii) a duly completed Compliance Certificate as certificate, substantially in the form of Exhibit L, from Holdings attesting to the Solvency of the Closing DateLoan Parties and their Subsidiaries on a consolidated basis before and after giving effect to the Transaction, signed by a from its chief financial officer or other Responsible Officer of the BorrowerOfficer;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders any Lender reasonably may require.
(bi) Any All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Third Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Third Restatement Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent required to be paid on the Third Restatement Date and invoiced at least one (1) Business Day prior to or on the Closing Third Restatement 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 Borrowers and the Administrative Agent). Without limiting .
(i) Upon the generality reasonable request of any Lender made at least ten (10) days prior to the provisions of Third Restatement Date, the last paragraph of Section 10.03Borrowers shall have provided to such Lender, for purposes of determining compliance and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the conditions specified Act, in this Section 5.01each case at least three (3) days prior to the Third Restatement Date, and (ii) at least three (3) days prior to the Third Restatement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that has signed this Agreement shall be deemed so requests, a Beneficial Ownership Certification in relation 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 theretoBorrower.
Appears in 1 contract
Samples: Credit Agreement (Novanta Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction or waiver in accordance with Section 11.01 of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third Restatement Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:):
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrowers, unless otherwise agreed;
(ii) a Note executed by the Borrower Borrowers in favor of Bank of America and each other Lender requesting a Note;
(iii) the Ancillary Document Confirmations;
(iv) completed requests for information, dated on or before the date of the initial Credit Extension, listing all other effective financing statements filed in all jurisdictions that the Administrative Agent may deem necessary in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement that name any Loan Party as debtor, together with copies of such financing statements as have been filed since the Organization Documents Original Closing Date;
(v) [reserved];
(vi) a certificate of an authorized officer of each Loan Party, attaching: (a) either (x) a copy of the articles or certificate of incorporation of such Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority Secretary of State of the state of organization (or other jurisdiction comparable official in the United Kingdom and Canada) of its incorporation such Loan Party or organization, where applicable, and certified (y) a certification by a Responsible Officer of such Loan Party that no changes have been made to be true such articles or certificate since they were last provided to the Administrative Agent, in either case, together with certificates of such official attesting to the valid existence, good standing and correct qualification to engage in business in such Loan Party’s jurisdiction of organization; (b) either (x) the bylaws or operating agreement (or equivalent such constitutional document), as applicable, of such Loan Party as in effect on the Closing Date;
date of such certification or (ivy) a certification by a Responsible Officer of such Loan Party that no changes have been made to such bylaws or operating agreement since they were last provided to the Administrative Agent; and (c) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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;
(vivii) a favorable opinion of DLA Piper LLP (US)Ropes & Gxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request;
(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses in form and approvals required in connection with substance reasonably satisfactory to 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 requiredAdministrative Agent;
(viii) a certificate favorable opinion of local counsel to the Loan Parties in each jurisdiction of organization of any Loan Party requested by the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent;
(ix) the Security Agreement, duly executed by each Loan Party;
(x) [reserved];
(xi) a certificate, substantially in the form of Exhibit K, signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to havehad, either individually or in the aggregate, a Material Adverse EffectEffect that is continuing on the Closing Date;
(ixxii) a duly completed Compliance Certificate as certificate, substantially in the form of Exhibit L, from Holdings attesting to the Solvency of the Closing DateLoan Parties and their Subsidiaries on a consolidated basis before and after giving effect to the Transaction, signed by a from its chief financial officer or other Responsible Officer of the BorrowerOfficer;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders any Lender reasonably may require.
(bi) Any All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Third Restatement Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Third Restatement Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent required to be paid on the Third Restatement Date and invoiced at least one (1) Business Day prior to or on the Closing Third Restatement 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 Borrowers and the Administrative Agent).
(i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Third Restatement Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least three (3) days prior to the Third Restatement Date, and (ii) at least three (3) days prior to the Third Restatement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.
(e) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to the Administrative Agent that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Third Restatement Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Novanta Inc)
Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) ), unless otherwise specified in the Post-Closing Letter, and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations Agreement, the Confirmation, any amendments to the Guaranties Collateral Documents under the Existing Credit Agreement required by the Administrative Agent, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Revolving Loan Note executed by the Borrower in favor of each Lender requesting the Lender, in a Noteprincipal amount equal to the Lender’s Revolving Commitment;
(iii) copies a Term A Loan Note executed by the Borrower in favor of the Organization Documents of each Loan Party certified Lender, in a principal amount equal to the Lender’s Term A Commitment (to be true and complete held by the appropriate Governmental Authority Administrative Agent, pending the funding of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing DateTerm A Loan);
(iv) a Term B Loan Note executed by the Borrower in favor of the Lender, in a principal amount equal to the Lender’s Term B Commitment (to be held by the Administrative Agent, pending the funding of the Term B Loan);
(v) such certificates of resolutions or other similar action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party which is not a natural Person as the Administrative Agent may 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;
(vvi) such documents and certifications certificates as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent each such Loan Party is validly existing and STAG Industrial GP, LLC are validly existing, in good standing and qualified to engage in business in 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 Effectstanding;
(vivii) a favorable opinion opinions of DLA Piper LLP (US), counsel to the Loan Parties, Parties addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that to the knowledge of the Responsible Officer there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Closing Date pursuant to the Fee Letter shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs 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 Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs 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).
(d) The obligation of each Lender to make its Term B Loan is also subject to the Administrative Agent’s receipt of the following, each in form and substance satisfactory to the Administrative Agent:
(i) an ALTA Loan Title Insurance Policy, issued by an issuer acceptable to the Administrative Agent, insuring the Administrative Agent’s Lien on the real property being financed with the proceeds of the and containing such endorsements as the Administrative Agent may reasonably require (it being understood that the amounts of coverage, exceptions to coverage and status of title set forth in such policy shall be acceptable to the Administrative Agent);
(ii) copies of all documents of record concerning such real property as shown on the commitment for the ALTA Loan Title Insurance Policy referred to above;
(iii) original or certified copies of all insurance policies required to be maintained with respect to such real property by this Agreement, the applicable Deed of Trust or any other Loan Document;
(iv) a survey certified to the Administrative Agent meeting such standards as the Administrative Agent may reasonably establish and otherwise reasonably satisfactory to the Administrative Agent;
(v) a flood insurance policy concerning such real property, if required by the Flood Disaster Protection Act of 1973;
(vi) an appraisal of such real property complying with all requirements of the applicable Governmental Authorities; and
(vii) environmental reports concerning such property.
(e) The Closing Date (other than as to the Term B Loan contemplated by Section 4.01(d)) shall have occurred on or before December 31, 2011. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Subsidiary Guaranty Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that each of the Borrower, the Parent Borrower and STAG Industrial GP, LLC are each Subsidiary Guarantor is validly existing, in good standing and qualified to engage in business in the respective jurisdictions set forth in Schedule 4.01, which such Schedule includes 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxx Xxxxxxx Xxxxxxx Israels LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such each Loan Party and the validity against such each 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on March 25, 2006, signed by a Responsible Officer of the Borrower;
(ix) a certificate signed by a Responsible Officer of the Borrower (A) certifying that, to the Borrower’s knowledge, there has been no event or circumstance since December 31, 2005 that has had or could reasonably be expected to have a material adverse change in, or a material adverse effect upon, the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of Suros Surgical Systems, Inc. and its Subsidiaries, taken as a whole, and (B) attaching true and correct copies of the Transaction Documents;
(x) pro forma combined financial statements as to the Borrower and its Subsidiaries and Suros Surgical, Inc. and its Subsidiaries as of March 25, 2006, in form satisfactory to the Administrative Agent, including balance sheets and income statements, giving pro forma effect, inter alia, to the Transaction and the incurrence of Indebtedness to consummate the Transaction as of March 25, 2006, certified by the chief financial officer of the Borrower, which certification shall include calculations demonstrating (A) that, as of the date hereof, on a pro forma basis giving effect to the Transaction and the incurrence of Indebtedness to consummate the Transaction, as if the Transaction and the borrowing of the entire amount of the Aggregate Commitments had occurred on March 25, 2006, the Consolidated Leverage Ratio for the four consecutive fiscal quarters ending on March 25, 2006 was not greater than 2.50 to 1.0, and (B) the Consolidated Interest Coverage Ratio for the four consecutive fiscal quarters ending on March 25, 2006 was not less than 3.00 to 1.00; provided that such certification may include statements that (x) all financial projections concerning the Borrower and its Subsidiaries and Affiliates have been or will be prepared in good faith based upon reasonable assumptions, (y) all forward-looking statements have been or will be made in good faith based upon reasonable assumptions, and (z) no other representation or warranty regarding such projections or any forward-looking statement in connection therewith is or will be made and there can be no assurances that the financial results reflected in such projections will be achieved or any conditions or events described in such forward-looking statements will actually occur;
(xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent 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) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable 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 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 Borrower and the Administrative Agent).
(d) The Closing Date shall have occurred on or before August 31, 2006. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 (Hologic Inc)
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to 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 telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyCompany;
(ii) a Note Notes executed by the Borrower Borrowers in favor of each Lender requesting a NoteNotes;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(viv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party as listed on Schedule 4.01(a) is duly organized or formed, and that each of the Borrower, the Parent and STAG Industrial GP, LLC are Borrowers’ as listed on Schedule 4.01(a) is validly existing, in good standing and qualified to engage in business in each jurisdiction of the jurisdictions’ as listed on Schedule 4.01(a) 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;
(viv) a favorable opinion of DLA Piper LLP (US)Xxxxxx X. XxXxxxxx, counsel to Associate General Counsel of the Loan PartiesCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date;
(ixviii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date, signed by a Responsible Officer of the BorrowerCompany;
(ix) satisfactory (A) audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the Closing Date and (B) unaudited interim consolidated financial statements of the Borrowers for each quarterly period ended subsequent to the date of the latest audited consolidated financial statements delivered pursuant to clause (A) of this paragraph as to which such financial statements are available;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction evidence satisfactory to the Administrative Agent that the Prior Agreement effective as of has been or concurrently with the Closing Date is being terminated, all principal, interest fees and other amounts owing under the Prior Agreement Dateshall have been paid in full, all commitments thereunder have been terminated and all Liens securing obligations under the Prior Agreement have been or concurrently with the Closing Date are being released; and
(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b) Any The Company shall have paid to the Lenders, the Administrative Agent, the Co-Lead Arrangers and the Co-Book Managers all fees required to be paid and all reasonable expenses for which invoices have been presented, on or before the Closing Date shall have been paidDate.
(c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by as required under the Administrative Agent) Loan Documents, 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 Borrower Company and the Administrative Agent).
(d) The Closing Date shall have occurred on or before July 31, 2004. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, 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 Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from the Borrower either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent’s receipt , the Lenders and the Issuing Banks and dated the Effective Date) of (i) Polsinelli Xxxxxxxx PC, counsel for the Loan Parties as to matters under the laws of California, Delaware, Kansas, Missouri, New York, Oklahoma and the United States and (ii) Xxxxxx Xxxxx LLP, counsel to the Loan Parties as to matters under the laws of Washington, in each case, in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received a Committed Loan Notice relating to the initial Credit Extension.
(d) The Administrative Agent shall have received (i) a copy of the followingcertificate or articles of incorporation or organization, as the case may be, including all amendments thereto, of each Loan Party, certified as of which shall be originals or telecopies a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State, (followed promptly by originalsii) unless otherwise specifieda certificate of each Loan Party, each properly dated the Effective Date, substantially in the form of Exhibit E-1 and executed by a Responsible Officer of the signing each Loan Party, each dated certifying (1) that attached thereto is a true and complete copy of the Closing Organizational Documents of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (or2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other governing body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of certificates the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) as to the incumbency and specimen signature of governmental officialseach officer executing any Loan Document or any other instrument, certificate or other document delivered in connection herewith on behalf of such Loan Party and (4) from another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to this clause (ii).
(e) The Administrative Agent shall have received the results of a recent date before Lien search (including a search as to judgments, pending litigation, bankruptcy and tax matters) made against the Closing DateBorrower or any of its Subsidiaries under the UCC (or applicable judicial docket) as in effect in any state in which any of the assets of the Borrower or any such Subsidiary Party are located, indicating among other things that its assets are free and clear, or, after giving effect to the Transactions, shall be free and clear, of any Lien except for Permitted Encumbrances.
(f) The Administrative Agent shall have received payment for all accrued costs, fees and expenses (including reasonable legal fees and out-of-pocket expenses) and each in form other compensation due and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties sufficient in number for distribution payable to the Administrative Agent, each Lender, the Lead Arrangers and the Lenders on the Effective Date (or such payment will be deducted from the initial Credit Extension).
(g) The Collateral and Guarantee Requirement shall have been satisfied; provided that if, notwithstanding the use by the Borrower for each Initial Unencumbered Property;
of commercially reasonable efforts, without undue burden or expense, to cause the Collateral and Guarantee Requirement to be satisfied on the Effective Date, the requirements thereof (other than (i) the execution and delivery of the Guarantee Agreement by the Borrower and the Collateral Agreement by the Loan Parties, (ii) a Note executed by delivery to the Administrative Agent of certificates (if any) representing the Equity Interests (to the extent certificated) of (1) the Borrower in favor and (2) all Wholly Owned Domestic Subsidiaries of each Lender requesting a Note;
the Borrower, (iii) copies delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in other assets of the Organization Documents of each Loan Party certified to Parties that may be true and complete perfected by the appropriate Governmental Authority filing of a financing statement under the state Uniform Commercial Code and (iv) the IP Security Agreement in proper and completed form for filing with the United States Patent and Trademark Office or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct United States Copyright Office) are not satisfied as of the Closing Effective Date;
, the satisfaction of such requirements shall not be a condition to the availability of the initial Loans on the Effective Date (iv) but shall be required to be satisfied within the period specified therefor in Schedule 5.13 or such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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;
(v) such documents and certifications later date as the Administrative Agent may reasonably require to evidence that each agree). Without limiting the generality of the Borrowerforegoing, the Parent Administrative Agent acknowledges and STAG Industrial GP, LLC are duly organized or formed, and agrees that the Borrowergranting of Mortgages on the Material Owned Property and the obtaining of title insurance in connection with any such Mortgaged Property cannot be accomplished without undue effort or expense prior to the Effective Date, and, therefore, will not be required as a condition to the Parent and STAG Industrial GPinitial Credit Extension hereunder.
(h) Since December 31, LLC are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification2011, except to as expressly required by the extent Acquisition Agreement, there shall not have occurred any change or event that failure to do so could not would reasonably be expected to have a Material Adverse Effect;
(vi) a favorable opinion of DLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC and the Loan Documents as the Required Lenders may reasonably request;
(vii) 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;
(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;Effect (as defined in the Acquisition Agreement) and, since its formation, except as expressly required by the Acquisition Agreement, there shall not have occurred any change or event that would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement) on the Borrower.
(ixi) a duly completed Compliance Certificate Certificates of insurance shall have been delivered to the Administrative Agent evidencing the existence of insurance maintained by the Borrower and its Subsidiaries pursuant to Section 5.07 and, the Administrative Agent shall be designated, on behalf of the Secured Parties, as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder (provided that if such endorsement as additional insured cannot be delivered by the Effective Date, such endorsement may be delivered at such later date as is set forth on Schedule 5.13).
(j) The Lead Arrangers shall have received (i) the Audited Financial Statements and (ii) the unaudited consolidated and combined balance sheet of the Borrower as at September 30, 2012 and the related consolidated statements of income and cash flows for the three month period ended September 30, 2012.
(k) The Lead Arrangers shall have received the Pro Forma Financial Statements.
(i) The Specified Representations shall be true and correct in all material respects (or if qualified by “materiality”, “material adverse effect” or similar language, in all respects) and (ii) the Acquisition Agreement Representations shall be true and correct, in each case on and as of the Closing Effective Date.
(m) The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the initial funding of Loans on the Effective Date in all material respects in accordance with the Acquisition Agreement. No provision of the Acquisition Agreement has been waived, signed by amended, supplemented or otherwise modified in a Responsible manner material and adverse to the Agents, the Issuing Banks or the Lenders without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).
(n) The Refinancing shall have been consummated or shall be consummated simultaneously with the initial funding of Loans on the Effective Date.
(o) The Lenders shall have received (i) a certificate, substantially in the form of Exhibit E-2, from the Financial Officer of the Borrower;Borrower certifying that, on a consolidated basis after giving effect to the Transactions, the Borrower and Subsidiaries are Solvent and (ii) a certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying that the conditions specified in clauses (h), (l), (m) and (n) above have been satisfied.
(xp) evidence that The Lenders shall have received all insurance required to be maintained pursuant documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five days prior to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xii) such other assurances, certificates, documents, consents or opinions as Effective Date by the Administrative Agent or the Required Lenders reasonably may requireLead Arrangers required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.
(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 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 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 (Lmi Aerospace Inc)
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or BCD, as applicable, and of duly authorized officers of any other parties thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersLender:
(i) executed counterparts of (A) this Agreement, (B) the Guaranty from each Guarantor, (C) the Capital Contribution Agreement from BCD, (D) the Security Agreement from the Borrower and reaffirmations each Guarantor, (E) the Pledge Agreement from the Borrower and each Guarantor that owns any Pledged Equity Interests, and (F) each other Security Instrument required to the Guaranties be delivered in connection herewith, in each case sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) a the Note executed by the Borrower in favor of each Lender requesting a NoteBorrower;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and BCD as the Administrative Agent Lender may 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 or BCD is a party;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent Loan Parties and STAG Industrial GP, LLC are BCD is duly organized or formed, and that each of the Borrower, the Parent Loan Parties and STAG Industrial GP, LLC are BCD is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion opinions of DLA Piper LLP (US)i) XxXxxxx Long & Xxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E-l and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Lender may reasonably request, and (ii) Alexander & Simon, Civil Law Notaries, addressed to the Lender, as to the matters set forth in Exhibit E-2 and such other matters concerning BCD, the laws of the Netherlands Antilles and the Capital Contribution Agreement as the Lender may reasonably request;
(viivi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such each Loan Party and the validity against such each 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ix) a duly completed Compliance Certificate as of the Closing Date, signed by a Responsible Officer of the Borrower;
(xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(ix) evidence that the account and treasury management arrangements contemplated by Section 6.13 have been established;
(x) evidence that all Liens other than Permitted Liens have been canceled and released, including duly executed releases and UCC-3 financing statements in recordable form and otherwise in form and substance satisfactory to the Lender;
(xi) a Disbursement Instruction Agreement effective as executed counterparts of Subordination Agreements with respect to all Subordinated Indebtedness outstanding on the Closing Date, in each case sufficient in number for distribution to the Lender, the Borrower and all other parties thereto;
(xii) the Inflow Access Agreement;
(xiii) consents or amendments in form and substance satisfactory to the Lender, duly executed by the holder of the Agreement DateSabre Note;
(xiv) evidence that the Borrower has entered into a new agreement with Opodo, the terms of which shall be effective January 1, 2005 and which are substantially similar to the terms of the verbal agreement as outlined to the Lender in e-mails from the Borrower to the Lender in September 2004; and
(xiixv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may require.
(b) The Lender shall have received Uniform Commercial Code and Intellectual Property search results with respect to the Loan Parties showing only Liens acceptable to the Lender.
(c) Any fees required to be paid on or before the Closing Date shall have been paid.
(cd) Unless waived by the Administrative Agent, the The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
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Samples: Credit Agreement (TRX Inc/Ga)
Conditions of Initial Credit Extension. The obligation of each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative AgentLender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Lender and each of the Lendersits legal counsel:
(i) executed counterparts of this Agreement and reaffirmations to the Guaranties Guaranty, each sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower for each Initial Unencumbered PropertyBorrower;
(ii) if requested by the Lender, a Note executed by the Borrower in favor of each Lender requesting a Notethe Lender;
(iii) copies of the Organization Documents of each Loan Party certified to be true and complete by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the Closing Date;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent Lender may 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;
(viv) such documents and certifications as the Administrative Agent Lender may reasonably require to evidence that each of the Borrower, the Parent and STAG Industrial GP, LLC are Loan Party is duly organized or formed, and that the Borrower, the Parent and STAG Industrial GP, LLC are each Loan Party is validly existing, in good standing and qualified to engage in business in 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;
(viv) a favorable opinion of DLA Piper LLP (US)Piper, US LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G E and such other matters concerning the Borrower, the Parent and STAG Industrial GP, LLC Loan Parties and the Loan Documents as the Required Lenders Lender may reasonably request;
(viivi) 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;
(viiivii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements September 29, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date;
(ixviii) a duly completed Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on March 30, 2007, signed by a Responsible Officer of the Borrower;
(x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;
(xi) a Disbursement Instruction Agreement effective as of the Agreement Date; and
(xiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may require.
(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 The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) Lender 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 Borrower and the Administrative AgentLender). Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, 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 .
(d) The Borrower shall have received notice from such Lender prior executed and delivered to the proposed Lender the Lender’s standard International Foreign Exchange Master Agreement, together with any and all documents required thereunder.
(e) The Closing Date specifying its objection theretoshall have occurred on or before July 31, 2007.
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