Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) There shall have occurred no Material Adverse Change since December 30, 2006. (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested. (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
Appears in 2 contracts
Samples: Credit Agreement (Snap on Inc), Five Year Credit Agreement (Snap on Inc)
Conditions Precedent to Amendment and Restatement. This amendment and restatement Each of the Existing Credit Agreement shall become effective on and as of following is a condition precedent to the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedeffectiveness hereof:
(a) There all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have occurred no Material Adverse Change since December 30received all information and copies of all documents, 2006.including records of requisite corporate action and proceedings which Agent may have reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of each Borrower certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of such Borrower as is set forth herein and such document as shall set forth the organizational identification number of each Borrower, if one is issued in its jurisdiction of incorporation;
(b) There no act, condition or event shall exist no action, suit, investigation, litigation have occurred since the date of Agent’s latest field examination that has or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.Effect;
(c) Nothing Agent shall have come received, in form and substance satisfactory to Agent, all consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in good faith in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements; provided, that, the failure to deliver Collateral Access Agreements as to specific locations shall not be a condition of closing, so long as all other conditions are met after giving effect to any Reserves established by Agent in respect of amounts due or to become due to the attention owner, lessor or operator thereof as provided for in the definition of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.Reserves;
(d) All governmental Agent shall have received, in form and third party consents substance satisfactory to Agent, amendments to the Mortgages relating to the Real Property, duly authorized, executed and approvals necessary delivered by the owner of such Real Property;
(e) Agent shall have received, in connection form and substance satisfactory to Agent, an endorsement (or a commitment to issue an endorsement) to the existing title insurance policy relating to the Real Property subject to the Mortgages, (i) insuring the priority and amount of each Mortgage (as so amended) relating to such Real Property and (ii) containing any legally available endorsements, assurances or affirmative coverage requested by Agent for the protection of its interest with respect to each Mortgage (as so amended);
(f) Agent shall have received, in form and substance reasonably satisfactory to Agent, such opinion letters of counsel to Borrowers with respect to the transactions contemplated hereby Financing Agreements and such other matters as Agent may reasonably request; and
(g) the other Financing Agreements and all instruments and documents required to be delivered hereunder and thereunder prior to the date hereof shall have been obtained (without the imposition of any conditions that are not acceptable duly executed and delivered to the Lenders) Agent, in form and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebysubstance reasonably satisfactory to Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Haynes International Inc)
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 3031, 20062017.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders Lender Parties during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent to the extent invoiced reasonably in advance of the Effective Date, and accrued facility fees and letter of credit fees under Sections 2.05(a) and (b)(i) of the Existing Credit Agreement).
(g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Xxxxxxx & Xxxx, S.C., counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender Party through the Agent may reasonably request.
(v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This The following shall be conditions precedent to the amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedthis Agreement:
(a) There the Lenders shall have occurred no Material Adverse Change since December 30received each of the documents, 2006.instruments, legal opinions and other agreements listed on Schedule IV that are required to be delivered on or prior to the date hereof, together with all fees due and payable on the date hereof and which are invoiced or estimated on or prior to the Restatement Effective Date;
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any absence of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would any change, occurrence, or development that could, individually or in the aggregate, reasonably be reasonably likely expected to have a Material Adverse Effect other than material adverse effect on the matters described on Schedule 3.01(b) hereto business condition (financial or otherwise), taken as a whole, or the “Disclosed Litigation”) operation or performance of any Relevant Party; (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in or material disruption of conditions in the statusfinancial, banking or capital markets, as determined by Administrative Agent in its reasonable judgment; and (iii) any event, circumstance, or financial effect on information or matter which is inconsistent in a material adverse manner with any event, circumstance, or information or other matter disclosed to the Borrower or Administrative Agent by any of its Subsidiaries, of Relevant Party prior to the Disclosed Litigation from that described on Schedule 3.01(b) hereto.Restatement Effective Date;
(c) Nothing the Administrative Agent and each Lender shall have come received all documentation and other information with respect to the attention of Loan Parties required by regulatory authorities or the Lenders during Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the course of Patriot Act, and shall have completed their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete review in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.connection therewith;
(d) All governmental each Lender shall have completed satisfactory review of UCC, lien, judgment, litigation, bankruptcy and third party consents name variation search reports naming the Sponsor and New Equity Owner from the appropriate offices in relevant jurisdictions;
(e) each Lender shall have completed satisfactory review of all material agreements, including, without limitation, the Existing Management Agreement and all other documents, agreements or other instruments material to any Property or Borrowers’ interest therein and approved each of the foregoing;
(f) each Lender and its counsel shall have completed their due diligence review of the financial, business, operations, assets, liabilities, corporate, capital, environmental, legal and management structure and contractual obligations of each Relevant Party, which review shall have provided the Administrative Agent and each Lender with results and information which, in the judgment of such Person, are satisfactory to permit the Administrative Agent and each Lender to enter into the financing transactions contemplated hereby; and
(g) each Lender shall have received all necessary credit approvals necessary in connection with order to consummate the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) by this Agreement, which satisfactory results and shall remain in effect, and no law or regulation approvals shall be applicable in the reasonable judgment evidenced by each such Lender’s execution of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebythis Agreement.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 3029, 20062012.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting against the Borrower or any of its Subsidiaries pending or threatened in writing before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no materially adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent to the extent invoiced reasonably in advance of the Effective Date, and accrued facility fees under Section 2.04(a) of the Existing Credit Agreement).
(g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in the number of copies requested by the Agent:
(i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Xxxxx X. Xxxx, General Counsel of the Borrower, and a favorable opinion of Xxxxx & Xxxxxxx LLP, counsel to the Borrower, substantially in the form of Exhibit D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This amendment and restatement Each of the Existing Credit Agreement shall become effective on and as of following is a condition precedent to the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedeffectiveness hereof:
(a) There all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be reasonably satisfactory in form and substance to Agent, and Agent shall have occurred no Material Adverse Change since December 30received all information and copies of all documents, 2006.including records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of Borrower certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower as is set forth herein and such document as shall set forth the organizational identification number of Borrower, if one is issued in its jurisdiction of incorporation);
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect shall have occurred since October 31, 2011;
(c) Agent shall have received, in form and substance reasonably satisfactory to Agent in good faith, all consents, waivers, acknowledgments and other than agreements from third persons which Agent may reasonably deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the matters described on Schedule 3.01(b) hereto (Collateral or to effectuate the “Disclosed Litigation”) provisions or (ii) purports to affect the legality, validity or enforceability purposes of this Agreement and the other Financing Agreements, including, without limitation, Collateral Access Agreements by owners and lessors of leased premises of Borrower and by processors and warehouses at which Collateral is located, in each case to the extent Borrower shall have obtained such Collateral Access Agreements on or any Note or before the consummation date hereof through its commercially reasonable efforts, and except, in the case of Deposit Account Control Agreements, to the extent Agent may have agreed with Borrower in writing that the foregoing may be so delivered by Borrower after the date hereof;
(d) the Excess Availability as determined by Agent, as of the date hereof, shall be not less than $30,000,000 after provision for payment of all fees and expenses of the transactions contemplated hereby, and there shall have been no adverse change ;
(e) without limitation upon the exception set forth in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
clause (c) Nothing above as to deposit accounts not subject to Deposit Account Control Agreements and except as otherwise permitted by Section 5.4 hereof, Agent shall have come received evidence, in form and substance satisfactory to Agent, that Agent has a valid perfected first priority security interest in all of the Collateral, other than motor vehicles (except as to the attention priority of the Lenders during security interest of Agent, as may be otherwise permitted under Section 9.8 hereof);
(f) Agent shall have received and reviewed lien search results for the course jurisdiction of their due diligence investigation to lead them to believe that incorporation of Borrower, and judgment search results in such jurisdiction and the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality jurisdiction of the foregoingchief executive office of Borrower, the Lenders which search results shall be in form and substance satisfactory to Agent (it being understood that a search result shall not be unsatisfactory to Agent because it indicates a lien otherwise permitted hereunder);
(g) Agent shall have been given such access received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for Borrower, in form and substance reasonably acceptable to Agent; and
(h) on the managementdate hereof, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they Agent shall have reasonably requested.
(d) All governmental delivered to Borrower, or shall have filed and third party consents and approvals necessary in connection recorded with the transactions contemplated hereby shall have been obtained appropriate filing office, all documents or instruments (without the imposition including UCC-3 termination statements and mortgage releases) necessary to release all Liens in favor of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyAgent on Excluded Property.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This amendment Agreement shall be effective upon, and restatement of the Existing Credit Agreement shall become effective on be amended and restated as of the first date (the “Effective Date”) on which herein provided upon the following conditions precedent have been being satisfied:
(a) There all fees and expenses previously agreed in writing between the Borrowers and each of the Lenders shall have occurred no Material Adverse Change since December 30, 2006.be paid by the Borrowers to the Lenders;
(b) There all fees previously agreed in writing between the Borrowers and the Lead Arranger shall exist no actionbe paid by the Borrowers to the Lead Arranger;
(c) each Borrower shall have delivered to the Agents and Lenders a current certificate of compliance, suit, investigation, litigation status or proceeding affecting the Borrower or any good standing in respect of its Subsidiaries pending or threatened before any courtjurisdiction of incorporation and certified copies of its constating documents, governmental agency or arbitrator that by-laws and the resolutions authorizing the Documents and transactions hereunder and an Officer’s Certificate as to the incumbency of the officers of each Borrower signing the Documents;
(d) the Documents shall have been fully executed and delivered, each in form and substance satisfactory to the Lenders (acting reasonably);
(e) the Agents and the Lenders shall have received (i) would be reasonably likely to have a Material Adverse Effect other than legal opinion from Xxxxxxx Xxxxx LLP in the matters described on form attached hereto as Schedule 3.01(b) hereto (the “Disclosed Litigation”) or H-1, (ii) purports a legal opinion from Xxxxxx Xxxx in the form attached hereto as Schedule H-2 (iii) a legal opinion from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP in the form attached hereto as Schedule H-3 and (iv) a legal opinion from Lenders’ Counsel in form and substance satisfactory to affect the legality, validity Lenders (acting reasonably);
(f) no Default or enforceability Event of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there Default shall have been occurred and be continuing and Nexen shall have delivered to the Agents an Officer’s Certificate confirming the same; and
(g) as at the date hereof, no material adverse change in the statusbusiness, affairs, assets, properties, operations, or condition, financial effect on the Borrower or any of its Subsidiariesotherwise, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower Nexen and its Subsidiaries taken as they a whole shall have reasonably requested.
(d) All governmental occurred since December 31, 2009 and third party consents and approvals necessary in connection with the transactions contemplated hereby Nexen shall have been obtained (without the imposition of any conditions that are not acceptable delivered to the Lenders) Agents and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon an Officer’s Certificate confirming the transactions contemplated herebysame.
Appears in 1 contract
Samples: Credit Agreement (Nexen Inc)
Conditions Precedent to Amendment and Restatement. This Agreement shall become effective, and the Prior Agreement shall be amended and restated as herein provided, in each case, on the date (the "Effective Date") each of the following conditions precedent are satisfied or waived by the Lenders hereunder:
(a) the Loan Documents (including, for certainty, new Guarantees) shall have been fully executed and delivered, each in form and substance satisfactory to the Agent and the Lenders, and, all registrations, filings and recordings necessary or desirable (as determined by the Lenders' Counsel, acting reasonably) to preserve, protect and perfect the Security shall have been made and completed;
(b) the Agent shall have received a proper and timely notice substantially in the form of Schedule B requesting Borrowings under the Credit Facility in an amount which will fully repay all Operating Indebtedness (other than the Existing Letters of Credit), under the Operating Credit Agreement and the facility established under the Operating Credit Agreement shall have been fully repaid and cancelled;
(c) the Borrower shall have prepaid or paid into trust in full the 2018 Notes pursuant to and in accordance with Section 8.2 of the 2008 Note Purchase Agreement, including the principal amount outstanding, all accrued and unpaid interest and the make-whole amount associated with such prepayments (or it shall have made such other repayment arrangements as may be acceptable to the Agent, acting reasonably) and the Agent shall have received satisfactory evidence of such prepayment or payment into trust;
(d) the sale by the Borrower of the Olds/Xxxxxxxxxx Properties (the "Subject Disposition") for net cash proceeds (before transaction costs) of approximately Cdn. $283,000,000 shall have closed and the Borrower shall have used, or shall concurrently use, the net cash proceeds of the Subject Disposition to prepay (in part) the 2018 Notes as required pursuant to subparagraph (c) above;
(e) the Note Purchase Agreements shall have been amended and restated in the form previously provided to the Agent and the Lenders on October 11, 2017 and the Agent shall have received certified copies of such amended and restated Note Purchase Agreements;
(f) no Default or Event of Default shall have occurred and be continuing and each of the representations and warranties set forth in Section 2.2 shall be true and correct in all respects, and the Borrower shall have delivered to the Agent and the Lenders a certificate of the Borrower certifying the same;
(g) each Loan Party shall have delivered to the Agent:
(i) as and if applicable, a current certificate of status, good standing or compliance;
(ii) certified copies of its articles and by-laws or equivalent constating documents or governing agreements;
(iii) certified copies of all applicable resolutions authorizing the Credit Facility, Loan Documents and transactions contemplated hereby and thereby; and
(iv) certificates of incumbency in respect of the persons executing and delivering the Loan Documents to which it is a party;
(h) the Borrower shall have delivered or caused to be delivered to the Agent:
(i) a Compliance Certificate of the Borrower in accordance with the Credit Agreement demonstrating, inter alia, compliance with the financial covenant in Section 8.3 on a pro forma basis; and
(ii) such other closing certificates and documents as are customary for transactions such as those contemplated by the Loan Documents;
(i) the Agent and the Collateral Agent shall have received a no interest acknowledgement from PrairieSky Royalty Ltd. in respect of PrairieSky Royalty Ltd.'s Alberta Personal Property registration number 17011833836, which shall be in form and substance satisfactory to the Agent, acting reasonably;
(j) the Agent shall have received evidence satisfactory to the Agent (acting reasonably) that the only Security Interests against the Loan Parties are Permitted Encumbrances (including a Security Interest over the Borrower's and, subject to Section 9.1(e), each Subsidiary's property in favour of the Lenders and Swap Lenders and the holders of the Notes pursuant to the terms of the Collateral Agency and Intercreditor Agreement);
(k) the Agent and the Lenders shall have received legal opinions from each of (i) legal counsel to the Borrower and (ii) Lenders' Counsel, each of which shall be in form and substance satisfactory to the Lenders, acting reasonably;
(l) the Borrower shall have paid to the Agent, for each Lender, an amendment fee in Canadian Dollars in an amount equal to 0.50% of the aggregate amount of each such Lender's Commitments after giving effect to the amendment and restatement of the Existing Credit Prior Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 30, 2006.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, together with all other fees and there expenses previously agreed and then payable between the Agent or the Lenders (as applicable) and the Borrower shall have been no adverse change in the status, or financial effect on paid by the Borrower or any of its Subsidiaries, to the Agent for the account of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.Agent or the Lenders (as applicable);
(cm) Nothing shall have come prior to or concurrently with the execution of this Agreement, each Fronting Lender has received, in form and substance satisfactory to it, an agreement between the Borrower and such Fronting Lender with respect to the attention of fees payable pursuant to Section 5.5(b) duly executed by the Lenders during Borrower and such Fronting Lender;
(n) the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, Agent and the Lenders shall have been given received all such access to the management, records, books of account, contracts other documentation and properties of information reasonably requested from the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with any AML Legislation as may be required in accordance with Section 14.7 hereof (including, for certainty, internal compliance requirements of each Lender), in each case to the transactions contemplated hereby extent requested at least five Business Days prior to the date hereof; and
(o) the Agent shall have been obtained (without received such other documentation and information as may be reasonably requested by the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyAgent.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 30January 1, 20062011.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting against the Borrower or any of its Subsidiaries pending or threatened in writing before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no materially adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent to the extent invoiced reasonably in advance of the Effective Date).
(g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in the number of copies requested by the Agent:
(i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Xxxxx X. Xxxx, General Counsel of the Borrower, and a favorable opinion of Xxxxx & Lardner LLP, counsel to the Borrower, substantially in the form of Exhibit D-1 and Exhibit D-2 hereto, respectively, and as to such other matters as any Lender through the Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (SNAP-ON Inc)
Conditions Precedent to Amendment and Restatement. This amendment and restatement of The parties hereto agree that the Existing Credit Purchase Agreement shall become effective automatically be amended and restated in its entirety as set forth herein on and as of the first date (the “Effective Term Loan Payoff Date”) on which the following term loan (the “Term Loan”) under that certain Credit Agreement dated as of May 1, 2007, among Ferrellgas, L.P., Ferrellgas, Inc., the lenders party thereto from time to time, Bank of America, N.A., as administrative agent, Banc of America Securities LLC, as Co-Lead Arranger and Sole Book Manager, and X.X. Xxxxxx Securities Inc., as Co-Lead Arranger is repaid in full and the commitments thereunder are terminated, subject to the conditions precedent that (a) on the date hereof, the Originator shall have given notice to the Term Loan lenders of the Term Loan Payoff Date, (b) the Term Loan Payoff Date shall have occurred on or before the third (3rd) Business Day following the date hereof, (c) the Agent shall have received on or before the date hereof those documents listed on Schedule B, (d) on the date hereof, the Agents shall have received all fees required to be paid pursuant to the terms of this Agreement and the Fee Letters, and on or before the Term Loan Payoff Date, the Agents shall have received all expenses required to be paid pursuant to the terms of this Agreement and the Fee Letters, and (e) on or before the date hereof, the Originator and the lenders party to the Credit Agreement shall have entered into an amendment to the Credit Agreement in form reasonably satisfactory to the Agents that permits the transactions contemplated by this Agreement and the Sale Agreement to be consummated and as to which all conditions precedent to effectiveness (other than effectiveness of this Agreement and the Sale Agreement) have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 30, 2006.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which Business Day when each of the following conditions precedent shall have been satisfiedsatisfied in a manner satisfactory to Agent and Tranche B Agent:
(a) There Agent and Tranche B Agent shall have occurred no Material Adverse Change since December 30received evidence (including any inter-creditor arrangements, 2006.subordinations or releases of any other Liens in the Collateral required by US Lenders, UCC termination statements for all UCC financing statements previously filed by any secured lender, as secured party, against a US Borrower or Obligor, as debtor, and satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by any US Borrower or Obligor in favor of a secured lender in form acceptable for recording with the appropriate governmental authority), in form and substance satisfactory to US Lenders, that Agent has valid perfected and first priority Liens in and upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the Liens permitted herein or in the other Financing Agreements and Canadian Financing Agreements;
(b) There all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall exist no actionbe satisfactory in form and substance to US Lenders, suitand Agent shall have received all information and copies of all documents, investigationincluding records of requisite corporate action and proceedings which US Lenders may have requested in connection therewith, litigation such documents where requested by US Lenders or proceeding affecting its counsel to be certified by appropriate corporate officers or governmental authorities (and including a copy of the certificate of incorporation of each US Borrower and Obligor certified by the Secretary of State (or equivalent governmental authority) which shall set forth the same complete corporate name of such US Borrower or any Obligor and such document as shall set forth the organizational identification number of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the each US Borrower or any Obligor, if one is issued in its jurisdiction of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.incorporation);
(c) Nothing no material adverse change shall have come occurred in the assets, business or prospects of US Borrowers or any Obligors since December 31, 2006 and no change or event shall have occurred which would impair the ability of US Borrowers or any Obligor to the attention perform its obligations hereunder or under any of the Lenders during other Financing Agreements to which it is a party or of US Lenders, Tranche B Agent and Agent to enforce the course of their due diligence investigation to lead them to believe that Obligations or realize upon the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.Collateral;
(d) All governmental US Lenders shall have completed a field review of the Records and such other information with respect to the Collateral as US Lenders may require to determine the amount of Revolving Loans available to US Borrowers, the results of which shall be satisfactory to Agent, not more than three (3) Business Days prior to the Closing Date;
(e) Agent shall have received, in form and substance satisfactory to US Lenders, all consents, waivers, acknowledgments and other agreements from third party consents persons which US Lenders may deem necessary or desirable in order to permit, protect and approvals necessary perfect its Liens in and upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including notice from funding agent under each Pension Plan (Section 8.15(a)), Billing Authorization Letters re: Accounts, No-Offset Agreements re: Accounts, Inventory Purchase Agreements, acknowledgements by lessors, mortgagees and warehousemen of Agent’s Liens in the Collateral, waivers by such persons of any Liens or other claims by such persons to the Collateral and agreements permitting US Lenders access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral;
(f) Agent and Tranche B Agent shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to US Lenders, and certificates of insurance policies and/or endorsements naming Agent as first loss payee and an additional insured;
(g) Agent and Tranche B Agent shall have received, in form and substance satisfactory to US Lenders, acting reasonably, such opinion letters of counsel to US Borrowers and the Obligors with respect to the Financing Agreements and such other matters as Agent may request, acting reasonably;
(h) the other Financing Agreements and the Canadian Financing Agreements, and all instruments and documents hereunder and thereunder including those listed on the closing agenda with respect to this Agreement and the Canadian Loan Agreement shall have been duly executed and originals or copies, as applicable, delivered to Agent and Tranche B Agent and be in form and substance satisfactory to US Lenders;
(i) Agent and Tranche B Agent shall have received evidence, in form and substance satisfactory to US Lenders, that all security and guarantees granted or issued by SMTC Corporation and its Subsidiaries in favour of existing lenders thereto and all Liens with respect thereto (other than such security, guarantees and Liens that Agent shall consent to in writing prior to the Closing Date) have been released or discharged or an undertaking, in form and substance satisfactory to US Lenders, shall have been executed and delivered by such existing lenders in favour of Agent agreeing to, among other things, release and discharge such security, guarantees and Liens within a reasonable time following the Closing Date;
(j) the Total Excess Availability, as determined by Agent, as of the Closing Date, shall not be less than US$3,000,000 after giving effect to (i) the initial Loans, the Letter of Credit Accommodations, if any, and Canadian Advances made or to be made in connection with the initial transactions hereunder and under the Canadian Financing Agreements, (ii) payment of all fees and expenses in connection with the transactions contemplated hereby under the Financing Agreements and Canadian Financing Agreements and (iii) provided that accounts payable, taxes and other obligations of US Borrowers and Obligors are paid current in accordance with historical business practices of US Borrowers and Obligors;
(k) each of the conditions precedent in the Canadian Loan Agreement shall have been obtained satisfied;
(without the imposition of any conditions that are not acceptable l) Agent and Tranche B Agent shall have received, in form and substance satisfactory to the US Lenders) , Deposit Account Control Agreements regarding Blocked Accounts by and shall remain among Agent, applicable US Borrower and each bank where such US Borrower has a deposit account, in effecteach case, duly authorized, executed and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.delivered by such bank and such US Borrower;
Appears in 1 contract
Samples: Us Loan Agreement (SMTC Corp)
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 3031, 20062012.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders Lender Parties during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent to the extent invoiced reasonably in advance of the Effective Date, and accrued facility fees under Section 2.04(a) of the Existing Credit Agreement).
(g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Xxxxxxx & Xxxx, S.C., counsel for the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender Party through the Agent may reasonably request.
(v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) There shall have occurred no Material Adverse Change since December 3031, 20062014.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) would be is reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders Lender Parties during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders Lender Parties shall have been given such access to the management, records, - ManpowerGroup Five Year Credit Agreement NYDOCS01/1628313.3B books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersLender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent to the extent invoiced reasonably in advance of the Effective Date, and accrued facility fees under Section 2.04(a) of the Existing Credit Agreement).
(g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.17.
(ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Xxxxxxx & Xxxx, S.C., counsel for the Borrower, substantially in the form of Exhibit E hereto and as to such other matters as any Lender Party through the Agent may reasonably request.
(v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. - ManpowerGroup Five Year Credit Agreement NYDOCS01/1628313.3B
Appears in 1 contract
Conditions Precedent to Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement (a) The closing shall become effective on and occur as of the first date (the “Effective Closing Date”) on which the following conditions precedent have been satisfied:
(ai) There Except as disclosed in filings made by the Company with the Securities and Exchange Commission, press releases and other public disclosures prior to the Closing Date, there shall have occurred no Material Adverse Change since December 3031, 20062009.
(bii) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower Company or any of its Subsidiaries pending or or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) would could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b3.01(a) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have reasonably requested.
(diii) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(iv) On the Closing Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Closing Date, stating that:
(A) The representations and warranties contained in Section 4.01 are correct on and as of the Closing Date, and
(B) No event has occurred and is continuing that constitutes a Default.
(v) The Agent shall have received on or before the Closing Date the following, each dated the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(A) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16.
(B) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(C) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(D) A favorable opinion of Xxxxxxx X. Xxxxxx, Senior Vice President and General Counsel of the Company, substantially in the form of Exhibit E hereto.
(E) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance reasonably satisfactory to the Agent.
(b) The amendment and restatement of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(i) The Closing Date shall have occurred.
(ii) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(iii) The Company shall have paid all accrued and invoiced fees and expenses of the Agent and the Lenders (including the accrued and invoiced fees and expenses of counsel to the Agent).
(iv) The November 16, 2010 draw of $1,120,000,000 outstanding under the Existing Credit Agreement (the “Draw”) has been paid in full.
Appears in 1 contract
Samples: Credit Agreement (Corning Inc /Ny)
