Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01): (a) Each of the following documents, which shall be dated the Effective Date and in form and substance satisfactory to the Administrative Agent: (i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender; (ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request; (iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization; (iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder; (v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request; (vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and (vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby; (b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b); (c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation; (e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement; (f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;
Appears in 2 contracts
Samples: Credit Agreement (Arcadium Lithium PLC), Credit Agreement (Livent Corp.)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement shall become effectivebe effective upon the receipt by the Administrative Agent, on not later than March 4, 2011, of the terms and subject to 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 other conditions set forth hereinBorrower or Guarantor, on as the case may be, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date (before the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each executed counterparts of the following documentsthis Agreement, which shall be dated the Effective Date and sufficient in form and substance satisfactory number for distribution to the Administrative Agent:
(i) Upon request of any Lender, each Lender and the Revolving Loan Notes payable by any Borrower to the order of each such LenderBorrower;
(iib) This Agreement, a Note duly executed and delivered by the Borrower in favor of each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestLender requesting a Note;
(iiic) Certified the Guaranty duly executed by each Guarantor;
(d) copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (Aor comparable organizational documents) the charter and by-laws any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) copies of each Loan Party, (B) the resolutions of the board Borrower’s and each Guarantor’s Board of directors Directors (or equivalent similar governing body) of each Loan Party authorizing the execution, delivery and performance of each of this Agreement and the other Loan Documents to which it is a partyparty and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
(Cf) all documents evidencing other necessary corporate action copies of the certificates of good standing, or the nearest equivalent in the relevant jurisdiction, for the Borrower and governmental approvals, if any, with respect each Guarantor (dated no earlier than 45 days prior to the Loan Documents Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and (D) of each state in which it is qualified to do business as a long form good standing certificate (foreign corporation or its equivalent) for each such Loan Party from its jurisdiction of organization;
(ivg) A certificate a list of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a DefaultAuthorized Representatives; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (ih) the certificates representing the shares favorable written opinion of Stock pledged pursuant counsel to the Security AgreementBorrower and each Guarantor, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;.
Appears in 2 contracts
Samples: Amendment Agreement (Cliffs Natural Resources Inc.), Term Loan Agreement (Cliffs Natural Resources Inc.)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on The agreement of each Lender to make the terms and initial Extension of Credit requested to be made by it is subject to the other satisfaction, on or before February 29, 2008 of the conditions precedent set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with this Section 9.01):4.01:
(a) Each Unless waived by all Lenders, receipt by Administrative Agent of each of the following documentsfollowing, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third-party certificates, recently before, the Effective Date and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel:
(i) Upon request Executed counterparts of any Lender(A) this Agreement, executed and delivered by each Co-Borrower, each Agent and each Person listed on Schedule 2.01 and (b) the Revolving Loan Notes payable Guarantee Agreement, executed and delivered by any Borrower to the order of each such LenderGuarantor;
(ii) This AgreementSuch certificates of resolutions or other action, duly executed and delivered by incumbency certificates and/or other certificates of Responsible Officers of each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) Party as the Administrative Agent shall reasonably requestmay request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of Such evidence as Administrative Agent may request to verify that each Loan Party authorizing the executionis duly organized or formed, delivery validly existing, in good standing and performance of qualified to engage in business in each of the Loan Documents to jurisdiction in which it is a partyrequired to be qualified to engage in business, (C) all documents evidencing other necessary corporate action and governmental approvalsincluding certified copies of its organizational documents, if any, with respect to the Loan Documents and (D) a long form certificates of good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationand/or qualification to engage in business;
(iv) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(c), (e) and (f) have been satisfied, (B) that there has been no event or circumstance since the date of the secretary or an assistant secretary Reference Statements which has a Material Adverse Effect, and (or equivalent officerC) of each Loan Party certifying as to the names and true signatures Debt Ratings as of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunderEffective Date;
(v) A favorable An opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, Borrower in form and substance reasonably accepted satisfactory to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;; and
(vi) A certificate of an officer Such other customary certificates, documents or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations opinions as Administrative Agent or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;Required Lenders reasonably may require.
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all Any fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date shall have been paid.
(c) The applicable lenders shall have received any principal, interest or fees owing under the Existing Credit Agreement. The Co-Borrowers hereby agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel subject to the Administrative Agenteffectiveness of this Agreement. The Lenders that are parties to the Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement, hereby agree that the commitments under the Existing Credit Agreement shall terminate as set forth in this Section 4.01(c).
(d) Lenders shall have received (i) satisfactory audited consolidated financial statements of Borrower and its Subsidiaries for which invoices have been presented at least one (1) Business Day the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.
(e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date;.
(f) No Default or Event of Default shall have occurred and be continuing.
(g) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced prior to or on the Effective Date. On the Effective Date, without further action by any of the parties thereto, the Existing Credit Agreement will be automatically amended and restated to read as this Agreement reads. On and after the Effective Date, the rights and obligations of the parties hereto shall be governed by the provisions hereof. The rights and obligations of the parties with respect to the period before the Effective Date shall continue to be governed by the provisions of the Existing Credit Agreement as in effect before the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effectiveThe occurrence of -------------------------------------- the Effective Date, and the obligation of the Issuing Bank to issue any Letter of Credit on the terms and Effective Date, is subject to the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each of the following documents, which shall be dated the Effective Date and in form and substance satisfactory to the Administrative Agentprecedent:
(i) Upon request of any LenderThe Administrative Agent shall have received the following, each dated the Revolving Loan Notes payable by any Borrower Effective Date (unless otherwise specified), in form and substance reasonably satisfactory to the order of Administrative Agent (unless otherwise specified) and in sufficient copies for each such Lender;Bank:
(iiA) This Copies of the Pledge and Security Agreement, duly completed and executed and delivered by each of Account Party that is a party thereto, the Loan PartiesState Street Control Agreements, pursuant to which each of duly completed and executed by State Street and by the Loan Parties guarantee the Secured ObligationsAccount Party that is a party thereto, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;State Street Custodial Agreements.
(iiiB) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board Board of directors (or equivalent governing body) Directors of each Loan Party authorizing approving the execution, delivery and performance of each of transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party, (C) and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party.
(C) A copy of a certificate of the Secretary of State or other appropriate official of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date, certifying as to the good standing (or existence) of such Loan Party.
(D) a long form good standing A certificate (or its equivalent) for of each Loan Party, signed on behalf of such Loan Party from by its President or a Vice President (or equivalent officer if such Loan Party has no Vice President) and its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (1) a true and correct copy of the constitutional documents of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(i)(B) were adopted and on the Effective Date, (2) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of organization;its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (3) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (4) the absence of any event occurring and continuing, or resulting from the Effective Date, that constitutes a Default.
(ivE) A certificate of the secretary Secretary or an assistant secretary (or equivalent officer) Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each such Loan Party authorized to sign this Agreement, the each Loan Guaranty and the Notes Document to which it is or is to be a party and the other documents to be delivered hereunder;hereunder and thereunder.
(vF) A favorable opinion of (A1) Xxxxxx and Xxxxxx, Cayman Islands counsel for the Parent, in substantially the form of Exhibit C-1 hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request, (2) Xxxxx, Xxxxx & Xxxxxxx LLPXxxxx, New York counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to for the Loan Parties, in each case, in substantially the form of Exhibit C-2 hereto and substance reasonably accepted as to such other matters as any Bank through the Administrative Agent may reasonably request, and Lenders (3) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel for ACE Bermuda, Tempest Life and covering Tempest, in substantially the form of Exhibit C-3 hereto and as to such customary other matters relating hereto as any Lender, Bank through the Administrative Agent, Agent may reasonably request;.
(viii) A certificate of an officer There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any authorized person of Livent to the effect its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (Ax) could be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the representations and warranties contained in the Loan Documents are correct (other than any such representations legality, validity or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets enforceability of any Loan Party except for Liens permitted Document or the other transactions contemplated by Section 6.04(b);the Loan Documents.
(ciii) No development or change shall have occurred after December 31, 2000, and no information shall have become known after such date, that has had or could reasonably be expected to have a Material Adverse Effect.
(iv) The Administrative Agent Account Parties shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all accrued fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders Banks and all accrued expenses of the Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior Agent and local counsel on behalf of all of the Banks), in each case to the Effective Date;extent then due and payable.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement and the amendment and restatement of the Existing Credit Agreement shall become effectiveeffective upon, on and the terms and obligation of the Lenders to make the initial Accommodation following the Effective Date shall be subject to to, the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):precedent:
(a1) Each the Borrowers, the Guarantors and each Lender have indicated their agreement by the execution and delivery of the following documents, which shall be dated the Effective Date and in form and substance satisfactory signature pages hereof to the Administrative Agent:;
(2) delivery to the Administrative Agent of a certified copy of (i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter documents and by-laws (or equivalent governing documents) of each Loan Party, ; (Bii) the resolutions of the board of directors (or equivalent any duly authorized committee or other governing bodybody thereof) or of the shareholders, as the case may be, of each Loan Party authorizing approving the execution, delivery entering into of this Agreement (including the amendments to the Existing Credit Agreement effected hereby) and performance of each of the Loan Documents other Credit Document to which it is they are a party, ; (Ciii) all documents other instruments evidencing other necessary corporate corporate, company or partnership action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party and of any required Authorization with respect to such matters; and (iv) certifying the names and true signatures of the its officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes Amendment and the other documents to be delivered hereunderCredit Documents manually or by mechanical means;
(v3) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel delivery to the Administrative Agent of a certificate of status, compliance, good standing or like certificate with respect to each Loan PartiesParty issued by the appropriate government official in the jurisdiction of its incorporation;
(4) receipt of satisfactory evidence by the Administrative Agent of registration in the necessary jurisdictions of the Encumbrances or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, created by the Security Documents in order to preserve or protect such Encumbrances for the term of the Revolving Credit Facility;
(5) receipt of satisfactory evidence by the Administrative Agent that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (Bsubject to Permitted Encumbrances) XxXxxxxXxxxx LLP, local counsel security interest in the Collateral or that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Loan PartiesAdministrative Agent, in each case, to the extent required by the terms of the Security Documents;
(6) the Administrative Agent shall have received reasonably satisfactory opinions of outside counsel or, with respect to general corporate matters, in-house counsel, in form each case, to the Loan Parties in the jurisdiction of incorporation of each such Loan Party and substance reasonably accepted in each jurisdiction specified by the Administrative Agent as is relevant to confirm, inter alia, corporate existence, due authorization, execution, delivery and enforceability of the Credit Documents, and the validity and perfection of the Encumbrances created by the applicable Credit Documents;
(7) all reasonable fees and documented out-of-pocket expenses owing to the Administrative Agent (including the reasonable fees and Lenders and covering such customary matters relating hereto as any Lender, through out-of-pocket costs of legal counsel to the Administrative Agent, may reasonably request) have been paid in accordance with Section 15.01;
(vi) A 8) the Administrative Agent shall have received a certificate of an officer or any authorized person a Responsible Officer of Livent Open Text attesting to the Solvency of Open Text and its Subsidiaries, on a consolidated basis and taken as a whole, in form reasonably satisfactory to the Administrative Agent;
(9) the Administrative Agent shall have received a certificate of a Responsible Officer of Open Text confirming that, after giving effect that to the amendment and restatement of the Existing Credit Agreement, as contemplated hereby, (Ai) the representations and warranties contained in Article 6 are true and correct in all material respects on and as of the Loan Documents are correct (other than any Effective Date, except to the extent such representations or and warranties whichspecifically relate to an earlier date, by their termsin which case they were true and correct in all material respects on and as of such earlier date, refer to a prior date) and (Bii) no event has occurred and is continuing which constitutes that would constitute a Default or an Event of Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b10) The results of recent customary lien searches, which shall reveal no Liens on any of upon the assets reasonable request of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented Lender made at least one (1) Business Day ten days prior to the Effective Date, each 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 (or such later date as the Administrative Agent may reasonably agree);
(11) at least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower (or such later date as the Administrative Agent may reasonably agree); and
(12) all fees owing the Lenders pursuant to the Lender Fee Letter have been paid in accordance with the Lender Fee Letter.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each of the following documents, which shall be dated the Effective Date and in form and substance satisfactory to the Administrative Agent:
(i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This A Joinder Agreement to this Agreement, duly executed and delivered by each of the Loan PartiesGuarantors, pursuant to which each of the Loan Parties Guarantors guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx Bockius LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx McGuireWoods LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b)) or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent;
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;
(g) The representations and warranties contained in the Loan Documents (except any representations and warranties relating to the Lithium IPO) are correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Effective Date;
(h) Such certificates, documents, agreements and information respecting any Borrowers as any Lender through the Administrative Agent may reasonably request at least three (3) Business Days prior to the Effective Date, all documentation and other information relating to the Loan Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and to the extent applicable to any Borrower that constitutes a “legal entity customer” under 31 C.F.R. §1010.230, a certification regarding beneficial ownership as required by 31 C.F.R. §1010.230, in each case, as reasonably requested by any of the Administrative Agent and the Lenders at least ten (10) Business Days prior to the Effective Date, and a properly completed and signed IRS Form W-9 for each Loan Party;
(i) The Arrangers shall have received, to the extent not included as exhibits in the Disclosure Documents, substantially final drafts of the Separation Agreements prior to the Effective Date. The FMC Lithium Assets Contribution shall have been consummated in compliance with applicable Law and in accordance with the terms of the applicable Separation Agreements, in each case, except with respect to any changes that would not be materially adverse to the Lenders without the prior written consent of the Arrangers. None of the Separation Agreements in effect on the Effective Date shall have been altered, amended or otherwise modified or supplemented and no condition therein shall have been waived and no consent shall have been given thereunder, in each case, in a manner materially adverse to the Lenders without the prior written consent of the Arrangers;
(j) All material governmental and third-party consents or approvals necessary in connection with this Agreement and the FMC Lithium Assets Contribution or material to the continuing operations of the Borrowers and their respective Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any governmental authority having appropriate jurisdiction which would restrain or prevent or otherwise impose materially adverse conditions thereon or the financing thereof, including: (i) final approval by the board of directors of FMC, (ii) consents to assignments or other satisfactory evidence of continuity, without material disruption or the incurring of costs materially in excess of those described in the Disclosure Documents as in effect on the Effective Date, of material existing operations and contractual arrangements and commitments of the assets transferred to either Borrower pursuant to the FMC Lithium Assets Contribution, and (iii) releases of Liens on the assets transferred to either Borrower pursuant to the FMC Lithium Assets Contribution attributable to FMC or its lien creditors other than Liens permitted under this Agreement; and
(k) The Lenders shall have received at least five (5) Business Days before the Effective Date, the financial statements and other financial information delivered by Livent in connection with the filing of a registration statement on Form S-1 with the SEC for the Lithium IPO.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement and the amendment and restatement of the Existing Credit Agreement shall become effectiveeffective upon, on and the terms and obligation of the Lenders to make the initial Accomodation following the Effective Date shall be subject to to, the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):precedent:
(a1) Each the Borrowers, the Guarantors and each Lender have indicated their agreement by the execution and delivery of the following documents, which shall be dated the Effective Date and in form and substance satisfactory signature pages hereof to the Administrative Agent:;
(2) delivery to the Administrative Agent of a certified copy of (i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter documents and by-laws (or equivalent governing documents) of each Loan Party, ; (Bii) the resolutions of the board of directors (or equivalent any duly authorized committee or other governing bodybody thereof) or of the shareholders, as the case may be, of each Loan Party authorizing approving the execution, delivery entering into of this Agreement (including the amendments to the Existing Credit Agreement effected hereby) and performance of each of the Loan Documents other Credit Document to which it is they are a party, ; (Ciii) all documents other instruments evidencing other necessary corporate corporate, company or partnership action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party and of any required Authorization with respect to such matters; and (iv) certifying the names and true signatures of the its officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes Amendment and the other documents to be delivered hereunderCredit Documents manually or by mechanical means;
(v3) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel delivery to the Administrative Agent of a certificate of status, compliance, good standing or like certificate with respect to each Loan PartiesParty issued by the appropriate government official in the jurisdiction of its incorporation;
(4) receipt of satisfactory evidence by the Administrative Agent of registration in the necessary jurisdictions of the Encumbrances or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, created by the Security Documents in order to preserve or protect such Encumbrances for the term of the Revolving Credit Facility;
(5) receipt of satisfactory evidence by the Administrative Agent that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (Bsubject to Permitted Encumbrances) XxXxxxxXxxxx LLP, local counsel security interest in the Collateral or that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Loan PartiesAdministrative Agent, in each case, to the extent required by the terms of the Security Documents;
(6) the Administrative Agent shall have received reasonably satisfactory opinions of outside counsel or, with respect to general corporate matters, in-house counsel, in form each case, to the Loan Parties in the jurisdiction of incorporation of each such Loan Party and substance reasonably accepted in each jurisdiction specified by the Administrative Agent as is relevant to confirm, inter alia, corporate existence, due authorization, execution, delivery and enforceability of the Credit Documents, and the validity and perfection of the Encumbrances created by the applicable Credit Documents;
(7) all reasonable fees and documented out-of-pocket expenses owing to the Administrative Agent (including the reasonable fees and Lenders and covering such customary matters relating hereto as any Lender, through out-of-pocket costs of legal counsel to the Administrative Agent, may reasonably request) have been paid in accordance with Section 15.01;
(vi) A 8) the Administrative shall have received a certificate of an officer or any authorized person a Responsible Officer of Livent Open Text attesting to the Solvency of Open Text and its Subsidiaries, on a consolidated basis and taken as a whole, in form reasonably satisfactory to the Administrative Agent;
(9) the Administrative Agent shall have received a certificate of a Responsible Officer of Open Text confirming that, after giving effect that to the amendment and restatement of the Existing Credit Agreement, as contemplated hereby, (Ai) the representations and warranties contained in Article 6 are true and correct in all material respects on and as of the Loan Documents are correct (other than any Effective Date, except to the extent such representations or and warranties whichspecifically relate to an earlier date, by their termsin which case they were true and correct in all material respects on and as of such earlier date, refer to a prior date) and (Bii) no event has occurred and is continuing which constitutes that would constitute a Default or an Event of Default; and
(vii10) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of upon the assets reasonable request of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented Lender made at least one (1) Business Day ten days prior to the Effective Date;, each 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 (or such later date as the Administrative Agent may reasonably agree).
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effectiveThe occurrence of the Effective Date, and the obligation of the Issuing Banks to issue any Letter of Credit on the terms and Effective Date, is subject to the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):precedent:
(a) Each of The Administrative Agent shall have received the following documentsfollowing, which shall be each dated the Effective Date and (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative AgentAgent (unless otherwise specified) and in sufficient copies for each Bank:
(i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board Board of directors (or equivalent governing body) Directors of each Loan Party authorizing approving the execution, delivery and performance of each of transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party, (C) and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party.
(Dii) a long form good standing A certificate (or its equivalent) for of each Loan Party, signed on behalf of such Loan Party by the Chairman, any Vice Chairman, any Deputy Chairman, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President or any Vice President (or equivalent officer) of such Loan Party and its Secretary or any Assistant Secretary (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (1) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (2) the absence of any event occurring and continuing, or resulting from its jurisdiction of organization;the Effective Date, that constitutes a Default.
(iviii) A certificate of the secretary Secretary or an assistant secretary (or equivalent officer) Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of each such Loan Party authorized to sign this Agreement, the each Loan Guaranty and the Notes Document to which it is or is to be a party and the other documents to be delivered hereunder;hereunder and thereunder.
(viv) A favorable opinion Favorable opinions of (A1) Xxxxxx and Xxxxxx, Cayman Islands counsel for the Parent, in substantially the form of Exhibit B-1 hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request, (2) Xxxxx & Xxxxxxx Xxxxx LLP, New York counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to for the Loan Parties, in each case, in substantially the form of Exhibit B-2 hereto and substance reasonably accepted as to such other matters as any Bank through the Administrative Agent may reasonably request, and Lenders (3) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel for ACE Bermuda, Tempest Life and covering Tempest, in substantially the form of Exhibit B-3 hereto and as to such customary other matters relating hereto as any Lender, Bank through the Administrative Agent, Agent may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;.
(b) The results of recent customary lien searchesThere shall exist no action, which shall reveal no Liens on suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (x) would be reasonably expected to have a Material Adverse Effect or (y) would reasonably be expected to materially adversely affect the assets legality, validity or enforceability of any Loan Party except for Liens permitted Document or the other transactions contemplated by Section 6.04(b);the Loan Documents.
(c) The Administrative Agent No development or change shall have received (i) the certificates representing the shares of Stock pledged pursuant occurred after December 31, 2006, and no information shall have become known after such date, that has had or would reasonably be expected to the Security Agreement, together with an undated stock power for each such certificate executed in blank by have a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;Material Adverse Effect.
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), The Account Parties shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all accrued fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders Banks and all accrued expenses of the Administrative Agent (including the accrued fees and expenses of counsel to the Administrative AgentAgent and local counsel on behalf of all of the Banks), in each case to the extent then due and payable.
(e) for which invoices The Administrative Agent shall have received evidence satisfactory to it that all obligations of any Account Party outstanding under the Existing Reimbursement Agreement and Existing Secured Reimbursement Agreement (other than fees and expenses of Wachovia’s counsel) have been presented at least one (1) Business Day prior repaid and satisfied in full and all commitments to the Effective Date;lend thereunder shall have been terminated.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments The obligations of the Banks to make Loans (including Swing Line Loans) and of the L/C Issuer to issue Letters of Credit hereunder shall not become effective, on the terms and subject to the other conditions set forth herein, on effective until the date (the “Effective Date”) that on which each of the following conditions is satisfied (or waived in accordance with Section 9.0111.1):
3.1.1. The Administrative Agent shall have received from the Borrower and each Bank party hereto (asuch Banks to constitute at least the Majority Banks) Each either (i) a counterpart of the following documents, which shall be dated the Effective Date and in form and substance this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent:Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
3.1.2. The Administrative Agent shall have received originals or copies satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of signed signature pages, with originals to follow by next day delivery service) of (i) Upon request of any Lender, a Note issued by the Revolving Loan Notes Borrower pursuant to Section 2.11 payable by any Borrower to the order of each such Lender;
Bank that has requested a promissory note, (ii) This the Security Agreement, duly executed by the Borrower and delivered SMF, (iii) the Guaranty, duly executed by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured ObligationsSMF, and the (iv) and all other Loan Parties shall duly Documents required to be executed and delivered as of the Effective Date pursuant to this Agreement.
3.1.3. The Administrative Agent shall have received a Borrowing Notice with respect to the Loans, if any, to be made on the Effective Date.
3.1.4. The Administrative Agent shall have received (i) copies of any other Loan Documents the articles or certificate of incorporation or organization of the Borrower and each of its Subsidiaries, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation or organization (including any amendments or, as applicable, a certification by the Secretary or Assistant Secretary of the Borrower and each of its Subsidiaries that no changes have been made to existing Mortgages on any Material Real Property) as its articles or certificate of incorporation or organization since the date copies of the same were furnished to the Administrative Agent shall reasonably request;
pursuant to the Existing Credit Agreement), (ii) a certificate of good standing for the Borrower and each of its Subsidiaries, certified by the appropriate governmental officer in its jurisdiction of incorporation or organization, (iii) Certified copies, certified by the Secretary or Assistant Secretary of the Borrower and SMF, of its bylaws, operating agreement or other internal governance documents, together with all amendments thereto (or, as applicable, a certification by the Secretary or Assistant Secretary of the Borrower and SMF that no changes have been made to its bylaws, operating agreement or other internal governance documents since the date copies of the same were furnished to the Administrative Agent pursuant to the Existing Credit Agreement), and (Aiv) copies, certified by the charter Secretary or Assistant Secretary of the Borrower and by-laws SMF, of each Loan Party, (B) the resolutions or actions of the board its Board of directors (Directors or equivalent other governing body) of each Loan Party body authorizing the execution, delivery and performance of each execution of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;.
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) 3.1.5. The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreementan incumbency certificate, together with an undated stock power for each such certificate executed in blank by a duly authorized officer Secretary or Assistant Secretary of the pledgor thereof Borrower and (ii) SMF, which shall identify by name and title and bear the signatures of the Authorized Officers of the Borrower and SMF authorized to sign the extent required Loan Documents to which it is a party and, in the case of the Borrower, the Authorized Officers of the Borrower authorized to submit borrowing requests and Interest Rate Election Notices, upon which certificate the Administrative Agent shall be delivered pursuant entitled to rely until informed of any change in writing by an Authorized Officer.
3.1.6. The Administrative Agent shall have received a certificate, dated the Security AgreementEffective Date and signed by an Authorized Officer of the Borrower, each promissory note (if any) pledged confirming compliance with the conditions set forth in Sections 3.2.1 and 3.2.2.
3.1.7. The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower dated as of the Effective Date addressed to the Administrative Agent pursuant and each Bank certifying that, as of such date, the Borrower and each of its Subsidiaries is Solvent (assuming with respect to each Guarantor, that the Security Agreement endorsed fraudulent transfer savings language contained in the Guaranty applicable to such Guarantor will be given full effect).
3.1.8. The Administrative Agent shall have received a favorable written opinion (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by addressed to the Administrative Agent and the Banks and dated the Effective Date) of Xxxxx Xxxx LLP, counsel to the Borrower and the Existing Subsidiaries, covering the matters set forth in Schedule 3.1.8 and such other matters as the Administrative Agent or the Majority Banks shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
3.1.9. The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.5 and the applicable provisions of the Collateral Documents, each of which shall be filed, registered endorsed or recorded in order otherwise amended to create in favor of include a customary lender’s loss payable endorsement and name the Collateral Agent as an additional insured thereunder.
3.1.10. The Borrower shall have paid to the Administrative Agent, for the benefit account of each Bank, an upfront fee in an amount equal to (i) 0.45% (45 basis points) of such Bank’s Commitment, if such Bank’s Commitment is $32,000,000 or higher, or (ii) 0.35% (35 basis points) of such Bank’s Commitment, if such Bank’s Commitment is less than $32,000,000.
3.1.11. The Administrative Agent shall have received payment of all other fees and other amounts due and payable on or prior to the LendersEffective Date, a perfected Lien on including the Collateral described therein (but only fees set forth in the separate fee letter between the Administrative Agent and the Borrower and, to the extent invoiced, reimbursement or payment of all out of pocket expenses required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted be reimbursed or paid by Section 6.04(b), the Borrower hereunder.
3.1.12. The Administrative Agent shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably have received evidence satisfactory to the Administrative Agent that a Second Amendment to the Prudential Agreement has been executed and otherwise in compliance with delivered by the parties thereto, and the terms and provisions of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to such Second Amendment shall be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel acceptable to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;.
Appears in 1 contract
Samples: Credit Agreement (Saia Inc)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder The effectiveness of this Agreement shall become effective, on the terms and be subject to the other satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions set forth hereinprecedent, on except as otherwise agreed among the Borrower and the Administrative Agent (the date (on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each The receipt by the Administrative Agent of the following documentsfollowing, each of which shall be dated originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Effective Date and relevant signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:
(i) Upon request executed counterparts of any Lender, this Agreement and the Revolving Loan Notes payable by any Borrower to the order of each such LenderGuaranty;
(ii) This Agreementeach Collateral Document set forth on Schedule 1.1A hereto required to be executed on the Effective Date as indicated on such schedule, duly executed and delivered by each of the Loan PartiesParty party thereto, pursuant to which each of the Loan Parties guarantee the Secured Obligationstogether with:
(A) [reserved];
(B) evidence that all other actions, recordings and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as filings that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably requestsatisfactory to the Administrative Agent;
(iii) Certified copies a certificate of the Secretary of each Loan Party certifying (A) such certificates of good standing of a recent date from the charter and by-laws applicable secretary of state of the state of organization of each Loan Party, (B) copies attached thereto of the certificate of incorporation and by-laws (or similar organizational documents) of a recent date from the applicable secretary of state of the state of organization of such Loan Party, (C) copies attached thereto of the resolutions of the board of directors (or equivalent governing body) other applicable authorizing body or Person of each such Loan Party authorizing the executionand empowering 48 certain officers of such Loan Party to effect such borrowings or other transactions hereunder as such officers may deem necessary or desirable for proper corporate purposes, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect subject to the Loan Documents limitations set forth in such resolutions, and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each such Loan Party authorized to sign executing this Agreement, the Loan Guaranty and the Notes Agreement and the other documents to be executed and delivered by such Loan Party hereunder;
(iv) a certificate of a Responsible Officer of the Borrower, dated the Effective Date, certifying as to the items set forth in Section 4.1(g) below;
(v) A favorable an opinion of (A) Xxxxxxfrom Xxxx, Xxxxx & Xxxxxxx and Xxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted satisfactory to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named;
(vii) a copy of (A) a duly executed and effective payoff letter with respect to the representations that certain Credit Agreement, dated as of September 17, 2018 (as amended, restated, amended and warranties contained in restated, supplemented or otherwise modified from time to time, the “Existing Credit Facility”) by and among¸ inter alios, eHealth, the lenders party thereto and Royal Bank of Canada, as administrative agent, issuer and collateral agent, terminating the Existing Credit Facility and any commitments thereunder and releasing the Loan Documents are correct (other than any such representations or warranties whichParties of their obligations thereunder, by their terms, refer to a prior date) and (B) no event has occurred UCC- 3 termination statements for all UCC-1 financing statements filed by the applicable secured party under the Existing Credit Facility and is continuing which constitutes covering any portion of the Collateral and (C) other appropriate documentation providing for and/or evidencing the terminations of any liens with respect to the Existing Credit Facility;
(viii) copies of a Defaultrecent UCC, judgment and federal and state tax lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties;
(ix) an executed Perfection Certificate; and
(viix) A completed Perfection Certificate duly a solvency certificate in the form of Exhibit I, dated the Effective Date and executed and delivered by each Loan Party, together with all attachments contemplated thereby;a Financial Officer of the Borrower.
(b) The results All fees and reasonable and documented out-of-pocket expenses required to be paid hereunder, including the reasonable and documented fees of recent customary lien searchesKing & Spalding LLP, which legal counsel to the Administrative Agent, the Collateral Agent and the Lenders, to the extent invoiced at least one (1) Business Days (or such shorter period as agreed by the Borrower) before the Effective Date shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);have been paid in full in cash.
(c) [reserved].
(d) The Administrative Agent shall have received (i) unaudited consolidated balance sheets and related statements of income and cash flows of the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power Borrower and its Subsidiaries for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and fiscal month ended at least forty-five (ii45) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or days before the Effective Date and all expenses (b) projected statements of cash flows and availability of the Borrower and its subsidiaries giving effect to the Transaction and covering the immediately succeeding three (3) years after the Effective Date in form and substance reasonably acceptable to the Administrative Agent (the “Closing Projections”); provided that it is understood and agreed that the Lenders (including Closing Projections that have been delivered to the fees and expenses of counsel Administrative Agent are acceptable to the Administrative Agent.
(e) for which invoices The Administrative Agent shall have been presented received a duly executed Notice of Borrowing.
(f) The Administrative Agent shall have received at least one (1) Business Day prior to the Effective Date (i) all documentation and other information reasonably requested in writing by it at least three (3) Business Days prior to the Effective Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) a Beneficial Ownership Certification in relation to the Borrower.
(g) The following statements shall be true and correct on the Effective Date, both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof:
(i) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(ii) no Default or Event of Default shall have occurred and be continuing, or would result from such proposed Borrowing or from the application of the proceeds therefrom;
(iii) since December 31, 2020, there shall not have been any change or occurrence that, individually or together with any other change or occurrence, has had or could reasonably be expected to have a Material Adverse Effect; and
(iv) Liquidity of the Borrower and its Subsidiaries is not less than $125,000,000. Without limiting the generality of the provisions of Section 4.2, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its objection thereto. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing and the acceptance by the Borrower of the proceeds of each Loan requested therein, shall be deemed to constitute a representation and warranty by the Borrower that the conditions specified in clause (e) above have been satisfied on and as of the date of the making of such Loan.
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement and the amendment and restatement of the Existing Credit Agreement shall become effectiveeffective upon, on and the terms and obligation of the Lenders to make the initial Accommodation following the Effective Date shall be subject to to, the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):precedent:
(a1) Each the Borrowers, the Guarantors and each Lender have indicated their agreement by the execution and delivery of the following documents, which shall be dated the Effective Date and in form and substance satisfactory signature pages hereof to the Administrative Agent:;
(2) delivery to the Administrative Agent of a certified copy of (i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter documents and by-laws (or equivalent governing documents) of each Loan Party, ; (Bii) the resolutions of the board of directors (or equivalent any duly authorized committee or other governing bodybody thereof) or of the shareholders, as the case may be, of each Loan Party authorizing approving the execution, delivery entering into of this Agreement (including the amendments to the Existing Credit Agreement effected hereby) and performance of each of the Loan Documents other Credit Document to which it is they are a party, ; (Ciii) all documents other instruments evidencing other necessary corporate corporate, company or partnership action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party and of any required Authorization with respect to such matters; and (iv) certifying the names and true signatures of the its officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes Amendment and the other documents to be delivered hereunderCredit Documents manually or by mechanical means;
(v3) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel delivery to the Administrative Agent of a certificate of status, compliance, good standing or like certificate with respect to each Loan PartiesParty issued by the appropriate government official in the jurisdiction of its incorporation;
(4) receipt of satisfactory evidence by the Administrative Agent of registration in the necessary jurisdictions of the Encumbrances or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, created by the Security Documents in order to preserve or protect such Encumbrances for the term of the Revolving Credit Facility;
(5) receipt of satisfactory evidence by the Administrative Agent that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (Bsubject to Permitted Encumbrances) XxXxxxxXxxxx LLP, local counsel security interest in the Collateral or that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Loan PartiesAdministrative Agent, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security AgreementDocuments;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement shall become effective, on the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):not
(a) Each The Bank’s receipt of the following documentsfollowing, each of which shall be originals or scanned “pdf” copies (followed promptly by originals) unless otherwise specified, each properly executed by the Designated Officer or another authorized officer of the City, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative AgentBank:
(i) Upon request executed counterparts of any Lenderthis Agreement, the Revolving Loan Notes payable by any Borrower sufficient in number for distribution to the order of each such LenderBank and the City;
(ii) This Agreement, duly executed and delivered by each a copy of the Loan Parties, pursuant to which each Resolution and a copy of the Loan Parties guarantee resolution authorizing the Secured Obligationsexecution and delivery of this Agreement by the City, each certified by a Designated Officer that, among other things, such document is in full force and effect on the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestEffective Date;
(iii) Certified copies of such certificates, resolutions or other action, incumbency certificates (Aincluding specimen signatures) the charter and by-laws of each Loan Party, (B) the resolutions and/or other certificates of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery Designated Officer and performance of each other authorized officers of the City as the Bank may require evidencing the identity, authority and capacity of the Designated Officer and each such other officer of the City authorized to act as an authorized officer in connection with this Agreement and the other Loan Documents to which it the City is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(ivb) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable An opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel addressed to the Loan PartiesBank, and (B) XxXxxxxXxxxx LLPdated the Effective Date, local counsel to the Loan Parties, in each caseof Bond Counsel, in form and substance reasonably accepted satisfactory to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b)Bank;
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all Any fees (including amounts then payable under the Fee Letter) required to be paid to the counsel for the Bank, Xxxxx Xxxx LLP, on or before the Effective Date shall have been paid; and
(d) The Bank shall have received such other documents, certificates, opinions, approvals and all expenses of the Administrative Agent filings with respect to this Agreement and the Lenders (including other Loan Documents as the fees and expenses Bank or its counsel, Xxxxx Xxxx LLP, may reasonably request. In addition to the foregoing, no change shall have occurred in any law, rule or regulation or in any interpretation thereof that, in the opinion of counsel for the Bank, would make it illegal for the Bank to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;execute and deliver this Agreement. The Bank’s execution and delivery of this Agreement shall constitute conclusive evidence that no such change has occurred.
Appears in 1 contract
Samples: Revolving Loan Agreement
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on The agreement of each Lender to make the terms and initial Extension of Credit requested to be made by it is subject to the other satisfaction, on or before October 31, 2005 of the conditions precedent set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with this Section 9.01):4.01:
(a) Each Unless waived by all Lenders, receipt by Administrative Agent of each of the following documentsfollowing, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third-party certificates, recently before, the Effective Date and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel:
(i) Upon request Executed counterparts of any Lender(A) this Agreement, executed and delivered by each Co-Borrower, each Agent and each Person listed on Schedule 2.01 and (b) the Revolving Loan Notes payable Guarantee Agreement, executed and delivered by any Borrower to the order of each such LenderGuarantor;
(ii) This AgreementSuch certificates of resolutions or other action, duly executed and delivered by incumbency certificates and/or other certificates of Responsible Officers of each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) Party as the Administrative Agent shall reasonably requestmay request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of Such evidence as Administrative Agent may request to verify that each Loan Party authorizing the executionis duly organized or formed, delivery validly existing, in good standing and performance of qualified to engage in business in each of the Loan Documents to jurisdiction in which it is a partyrequired to be qualified to engage in business, (C) all documents evidencing other necessary corporate action and governmental approvalsincluding certified copies of its organizational documents, if any, with respect to the Loan Documents and (D) a long form certificates of good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationand/or qualification to engage in business;
(iv) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(c), (e) and (f) have been satisfied, (B) that there has been no event or circumstance since the date of the secretary or an assistant secretary Reference Statements which has a Material Adverse Effect, and (or equivalent officerC) of each Loan Party certifying as to the names and true signatures Debt Ratings as of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunderEffective Date;
(v) A favorable An opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, Borrower in form and substance reasonably accepted satisfactory to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;; and
(vi) A certificate of an officer Such other customary certificates, documents or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations opinions as Administrative Agent or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;Required Lenders reasonably may require.
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all Any fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date shall have been paid.
(c) The applicable lenders shall have received any principal, interest or fees owing under the Existing Credit Agreement. The Co-Borrowers hereby agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel subject to the Administrative Agenteffectiveness of this Agreement. The Lenders that are parties to the Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement, hereby agree that the commitments under the Existing Credit Agreement shall terminate as set forth in this Section 4.01(c). The transactions described in this Section 4.01(c) are collectively referred to as the “Refinancing.”
(d) Lenders shall have received (i) satisfactory audited consolidated financial statements of Borrower and its Subsidiaries for which invoices have been presented at least one (1) Business Day the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.
(e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date;.
(f) No Default or Event of Default shall have occurred and be continuing.
(g) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced prior to or on the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments On the Effective Date (i) all obligations of the Company hereunder shall become effectiveincurred prior to such date (including, on without limitation, the terms Company's obligations to reimburse the reasonable fees and subject expenses of counsel to the other conditions set forth hereinAdministrative Agent and any fees and expenses payable to the Administrative Agent, on the date Lenders (including Scotia Capital) and their Affiliates as previously agreed with the “Effective Date”Company), shall have been paid in full, (ii) that the Lenders under the Existing Loan Agreement shall consent to the Existing Letters of Credit becoming Letters of Credit hereunder and, unless waived by the Administrative Agent, the Exiting Lenders shall have executed and delivered an Exiting Lender Acknowledgment in the form of Exhibit G and (iii) the Administrative Agent shall have received each of the following conditions is satisfied (or unless waived in accordance with Section 9.01):
(a) Each of writing by the following documentsLenders), which shall be dated the Effective Date and in form and substance reasonably satisfactory in all respects to the Administrative Agent:
(ia) Upon request duly executed counterparts of any Lenderthis Agreement executed by the Company, the Revolving Loan Notes payable by any Borrower to Issuer and the order of each such LenderLenders;
(iib) This Agreement, duly executed and delivered by each counterparts of the Loan PartiesCash Collateral Agreement executed by the Company, pursuant to which each together with a deposit of an amount not less than $35,690,411 in immediately available funds in the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestCash Collateral Account;
(iiic) Certified certificates of the Secretary or Assistant Secretary of the Company attaching and certifying copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party the Company authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationCredit Documents;
(ivd) A certificate certificates of the secretary Secretary or an assistant secretary Assistant Secretary of the Company certifying (or equivalent officeri) the name, title and true signature of each Loan Party certifying the names and true signatures officer of the officers Company executing the Credit Documents, and (ii) the Organic Documents of each Loan Party authorized to sign this Agreementthe Company;
(e) certified copies of the Organic Documents (other than by-laws and other constituent documents not filed with the Secretary of State) certified by the Secretary of State, together with certificates of good standing or existence, as may be available from the Loan Guaranty Secretary of State of the jurisdiction of incorporation of the Company;
(f) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Notes Company, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired without any requests for additional information;
(vg) A a copy of the Company's 10-Q for the Fiscal Quarter ending September 30, 2003;
(h) certificates, reports and other information as the Administrative Agent may reasonably request from the Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, Foreign Plans, and other compensation and employee benefit plans;
(i) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may reasonably request from the Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto;
(j) certificates, reports and other information as the Administrative Agent may reasonably request from the Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;
(k) the favorable opinion opinions of (Ai) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan PartiesCompany, substantially in the form of Exhibit H-1-A, and (B) XxXxxxxXxxxx LLPXxxx X. Xxxxxx, local Esq., general counsel to the Loan PartiesCompany, substantially in each casethe form of Exhibit H-1-B, in form and substance reasonably accepted addressed to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only ii) Xxxxxxxx Xxxxxxx LLP, special Georgia counsel to the extent required therein)Company, prior and superior substantially in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b)the form of Exhibit H-2, shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory addressed to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 each of the Security Agreement;
Lenders and (fiii) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of Mayer, Brown, Xxxx & Maw LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit H-3, addressed to the Administrative Agent and each of the Lenders;
(l) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Required Lenders;
(m) a fully-executed copy of the Senior Note Agreement certified by an authorized officer of the Company;
(n) certificate of the Company in substantially the form of Exhibit C attached hereto and appropriately completed;
(o) an initial Compliance Certificate in substantially the form of Exhibit D attached hereto, as of September 30, 2003, dated the Effective Date, duly executed (and with all schedules thereto duly completed) and delivered by the chief financial or accounting officer of the Company;
(p) the Lenders shall have received the Company's 6-year projections for which invoices the Consolidated Companies;
(q) duly executed Notice of Outstanding Letters of Credit in substantially the form of Exhibit B attached hereto and appropriately completed;
(r) the Company shall have been presented at least one (1) Business Day paid all attorney fees of the Administrative Agent to the extent invoiced on or prior to the Effective Date;; and
(s) evidence satisfactory to it that the Credit Agreement has been executed and delivered by the parties thereto, and that any other conditions precedent to the effectiveness thereof have been satisfied.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Intermet Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder The effectiveness of this Agreement shall become effective, on the terms and be subject to the other satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions set forth hereinprecedent, on except as otherwise agreed between the Borrower and the Administrative Agent (the date (on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each The Administrative Agent’s receipt of the following documentsfollowing, each of which shall be dated originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Effective Date and signing Loan Party each in form and substance satisfactory to the Administrative Agent:
(i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise its legal counsel:
(i) a Notice of Borrowing in compliance accordance with the terms of Section 6.03(erequirements hereof;
(ii) executed counterparts of this Agreement and Section 4.10 of the Security AgreementGuaranty;
(fiii) Confirmation a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Borrowers have paid all fees Effective Date;
(including amounts then payable under the Fee Letteriv) each Collateral Document set forth on Schedule 1.1A required to be paid executed on or before the Effective Date as indicated on such schedule, duly executed by each Loan Party thereto, together with:
(A) copies of certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank;
(B) evidence that all expenses of other actions, recordings and filings required by the Collateral Documents that the Administrative Agent and the Lenders (including Collateral Agent may deem reasonably necessary to satisfy the fees Collateral and expenses of counsel Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(v) for [reserved];
(vi) such certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, 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 invoices such Loan Party is a party or is to be a party on the Effective Date;
(vii) an opinion from Ropes & Xxxx LLP, New York counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent;
(viii) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Transaction) substantially in the form attached hereto as Exhibit L;
(ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or mortgagee and/or additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have reasonably requested to be so named;
(x) certified copies of the Purchase Agreement and schedules thereto, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Effective Date and that the condition specified in clause (c) below has been presented satisfied;
(xi) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and
(xii) a Borrowing Base Certificate, certified as complete and correct in all respects, which calculates the Borrowing Base as of the last Business Day of the most recent month ended at least one fifteen (115) Business Day Days prior to the Effective Date;.
(b) All fees and expenses required to be paid hereunder and invoiced at least two (2) Business Days before the Effective Date shall have been paid in full in cash.
(c) Prior to or substantially simultaneously with the effectiveness of this Agreement on the Effective Date, the Acquisition shall be consummated in all material respects in accordance with the terms of the Purchase Agreement.
(d) The ABL Intercreditor Agreement and the Term Facility Documentation shall each have been duly executed and delivered by each party thereto, and shall be in full force and effect.
(e) The Arrangers shall have received (i) the Annual Financial Statements, (ii) the Quarterly Financial Statements.
(f) The Arrangers shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(g) The Refinancing shall have been consummated or shall be consummated substantially concurrently with the Effective Date.
(h) The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower, stating that the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(i) After giving effect to the Transactions, Excess Availability on the Effective Date shall be not less than $40,000,000.
(j) On the Effective Date, the Borrower shall have borrowed an aggregate amount equal to $720,000,000 under the Term Facility.
(k) The Administrative Agent shall have received an amendment agreement in respect of the Serta Dealer Incentive Agreements providing that the security interest thereunder shall have been terminated and the UCC-1 financing statement (filed with the California Secretary of State, file number: 10-7234332924)) by National Bedding Company d/b/a Serta Mattress against The Sleep Train, Inc. shall have been terminated. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its objection thereto.
Appears in 1 contract
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on The agreement of each Lender to make the terms and initial Extension of Credit requested to be made by it is subject to the other satisfaction, on or before June 15, 2012, of the conditions precedent set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with this Section 9.01):4.01:
(a) Each Unless waived by all Lenders, receipt by Administrative Agent of each of the following documentsfollowing, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third party certificates, recently before, the Effective Date and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel:
(i) Upon request Executed counterparts of any Lender(a) this Agreement, executed and delivered by each Co-Borrower, each Agent and each Person listed on Schedule 2.01 and (b) the Revolving Loan Notes payable Guarantee Agreement, executed and delivered by any Borrower to the order of each such LenderGuarantor;
(ii) This AgreementSuch certificates of resolutions or other action, duly executed and delivered by incumbency certificates and/or other certificates of Responsible Officers of each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) Party as the Administrative Agent shall reasonably requestmay request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of Such evidence as Administrative Agent may request to verify that each Loan Party authorizing the executionis duly organized or formed, delivery validly existing, in good standing and performance of qualified to engage in business in each of the Loan Documents to jurisdiction in which it is a partyrequired to be qualified to engage in business, (C) all documents evidencing other necessary corporate action and governmental approvalsincluding certified copies of its organizational documents, if any, with respect to the Loan Documents and (D) a long form certificates of good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationand/or qualification to engage in business;
(iv) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(c), (e) and (f) have been satisfied, (B) that there has been no event or circumstance since the date of the secretary or an assistant secretary Reference Statements which has a Material Adverse Effect, and (or equivalent officerC) of each Loan Party certifying as to the names and true signatures Debt Ratings as of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunderEffective Date;
(v) A favorable An opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, Borrower in form and substance reasonably accepted satisfactory to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer Such other customary certificates, documents or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations opinions as Administrative Agent or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a DefaultRequired Lenders reasonably may require; and
(vii) A completed Perfection Certificate duly executed All information requested by any Lender, at least ten Business Days prior to the Effective Date, to the extent necessary to enable such Lender to identify Borrower to the extent required for compliance with the PATRIOT Act or other “know your customer” rules and delivered by each Loan Party, together with all attachments contemplated thereby;regulations (which requested information shall have been received at least five Business Days prior to the Effective Date).
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all Any fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date shall have been paid.
(c) The applicable lenders shall have received any principal, interest or fees owing under the Existing Credit Agreement. The Co-Borrowers hereby agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel subject to the Administrative Agenteffectiveness of this Agreement.
(d) Lenders shall have received (i) satisfactory audited consolidated financial statements of Borrower and its Subsidiaries for which invoices have been presented at least one (1) Business Day the most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.
(e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date;.
(f) No Default or Event of Default shall have occurred and be continuing.
(g) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced prior to or on the Effective Date.
(h) The Administrative Agent shall have received notice that substantially simultaneously with the making of the initial Extension of Credit hereunder, the Existing Credit Agreement shall have been terminated in accordance with the terms of the Existing Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder The effectiveness of this Agreement shall become effective, on the terms and be subject to the other satisfaction or due waiver in accordance with Section 12.1 of each of the following conditions set forth hereinprecedent, on except as otherwise agreed between the Borrower and the Administrative Agent (the date (on which such conditions are satisfied or waived being herein in accordance with Section 12.1 shall be the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
(a) Each The Administrative Agent’s receipt of the following documentsfollowing, each of which shall be dated originals or facsimiles or other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (in each case followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Effective Date and signing Loan Party each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) Upon request executed counterparts of any Lender, this Agreement and the Revolving Loan Notes payable by any Borrower to the order of each such LenderRatification Agreement;
(ii) This Agreement, duly a Revolving Credit Note executed and delivered by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestEffective Date;
(iii) Certified copies evidence that all UCC financing statements required by Law to be filed, registered or recorded to create or perfect the Lien of the Collateral Agent on the Collateral have been so filed, registered or recorded;
(Aiv) such certificates of good standing from the charter and by-laws applicable secretary of state of the state of organization of each Loan Party, (B) the copies of each Loan Party’s Constituent Documents, certificates of resolutions or other action, incumbency certificates and/or other certificates of the board of directors (or equivalent governing body) Responsible Officers of each Loan Party authorizing as the execution, delivery and performance Administrative Agent may reasonably require evidencing the authority of each of Loan Party to enter into this Agreement and the other Loan Documents to which it such Loan Party is a partyparty and 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 on the Effective Date;
(Cv) an opinion from Xxxxxx & Xxxxxxx LLP, New York counsel to the Loan Parties substantially in the form of Exhibit G-1, and an opinion from Xxxxxxxx Xxxx LLP, Ohio counsel to the Loan Parties substantially in the form of Exhibit G-2;
(vi) a solvency certificate from the chief financial officer of the Borrower (after giving effect to the Refinancing Transactions) substantially in the form attached hereto as Exhibit O;
(vii) evidence that all documents evidencing other necessary corporate action insurance required to be maintained pursuant to the Loan Documents as of the Effective Date, has been obtained and governmental approvalsis in effect and that the Collateral Agent has been named as lender loss payee and/or additional insured, if anyas applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named;
(viii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationParties;
(ivix) A certificate a Borrowing Base Certificate, certified as complete and correct in all material respects, which calculates the Borrowing Base as of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures last Business Day of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
most recent month ended at least fifteen (v15) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel days prior to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a DefaultEffective Date; and
(viix) A completed Perfection Certificate duly to the extent not previously delivered in connection with the Original Credit Agreement, copies of Credit Card Notifications which have been executed and on behalf of such Loan Party to be delivered by each to such Loan Party, together with all attachments contemplated thereby;’s Credit Card Processors listed on Schedule 8.12.
(b) The results of recent customary lien searches, which All fees and expenses required to be paid hereunder and invoiced at least two (2) Business Days before the Effective Date (except as otherwise reasonably agreed by the Borrower) shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);have been paid in full in cash.
(c) The Administrative Agent shall have received reasonably satisfactory evidence that (i) substantially concurrently with the funding under the Term Facility, an amount equal to $271,825,000 in principal amount of Senior Notes shall have been redeemed, and (ii) Borrower shall have received at least $725,000,000 in gross cash proceeds from borrowings under the Term Facility, and substantially concurrently therewith, all amounts due and owing under the Existing Term Facility shall have been repaid and the Administrative Agent shall be reasonably satisfied with the arrangements in place to ensure all Liens securing the Existing Term Facility shall have been terminated.
(d) The Intercreditor Agreement and the Term Facility Documentation required to be delivered under the Term Facility Credit Agreement on the Closing Date (as defined therein) shall have been duly executed and delivered by each party thereto, and shall be in full force and effect.
(e) After giving effect to the Refinancing Transactions, Excess Availability shall be not less than $200,000,000.
(f) The Arrangers shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security AgreementAnnual Financial Statements, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;Quarterly Financial Statements.
(dg) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), The Arrangers shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented received at least one (1) Business Day five days prior to the Effective Date;Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Effective Date in order to allow the Arrangers and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 Effective Date specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement shall become effective, on the terms and subject to the other conditions set forth herein, be effective on the date (the “"Effective Date”") that each of on which the following conditions is satisfied (or waived in accordance with Section 9.01):precedent shall have been satisfied:
(a) Each of The Administrative Agent (or its counsel) shall have received from each applicable party the following documentsfollowing, which shall be each dated the Effective Date and in form and substance satisfactory to the Administrative Agent:such day (unless otherwise specified):
(i) Upon request A counterpart of any Lender, the Revolving Loan Notes payable by any Borrower to the order this Agreement signed on behalf of each such Lender;party thereto.
(ii) This Agreement, duly executed and delivered by each A copy of the Loan Parties, pursuant to which each articles or certificate of incorporation (or equivalent Constituent Document) of the Loan Parties guarantee Borrower, certified as of a recent date by the Secured ObligationsSecretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower who is authorized to sign this Agreement and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages other than the Commitment Documents) on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter and by-laws of each Loan PartyBorrower's behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of the Borrower from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (ii) above and (D) the resolutions of the board Borrower's Board of directors (or equivalent governing body) of each Loan Party Directors approving and authorizing the execution, delivery and performance of each of this Agreement and the other Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;.
(iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures a duly authorized officer of the officers Borrower, dated the Effective Date, stating that each of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;conditions precedent listed in Section 3.01(d) have been satisfied.
(v) A favorable opinion of (A) XxxxxxAn opinion of in-house counsel for the Borrower, Xxxxx substantially in the form of Exhibit D-1 hereto and (B) an opinion of Cadwalader, Wickersham & Xxxxxxx Taft LLP, special New York counsel to the Loan PartiesPaxxxxx, and (B) XxXxxxxXxxxx LLP, local xx othxx Xew York counsel to the Loan Parties, in each case, in form and substance Parties reasonably accepted acceptable to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in either case, substantially in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;form of Exhibit D-2 hereto.
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received copies of (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer audited Consolidated balance sheet of the pledgor thereof Borrower and its Subsidiaries, (ii) the audited Consolidated balance sheet of the Acquired Business, (iii) the related audited Consolidated statements of income, stockholders' equity and cash flows of the Borrower and its Subsidiaries and the Acquired Business, in each case for the three fiscal years immediately preceding the Effective Date, (iv) quarterly unaudited financial statements available to the extent Borrower or Wyeth, as applicable, for any interim quarterly period or periods of the Borrower and Wyeth ended after the date of the most recent audited financial statements; (v) customary additional audited and unaudited financial statements for all recent, probable or pending acquisitions of the Borrower or the Acquired Business, as applicable; and (vi) customary pro forma financial statements ("Pro Forma Financials"), in each case meeting the requirements of Regulation S-X for Form S-3 registration statements ((i), (ii), (iii), (iv), (v) and (vi) bexxx xxxxxxxxxxxx xxxxxxxx xx xx, xxx "Xxxxxxx Xxxxxxxxx Statements"); provided that information required to be delivered pursuant to this Section 3.01(b) shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information shall have been posted and available on the Security Agreement, each promissory note website of the SEC at http://www.sec.gov (if any) pledged and a confirming electronic correspondence is dexxxxxxx xx xxxxxx to be delivered by the Borrower to the Administrative Agent pursuant providing notice of such availability).
(c) The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, Lender or the Administrative Agent in connection herewith, including the reasonable fees and expenses of Weil, Gotshal & Manges LLP, special New York counsel to the Security Agreement endorsed Joint Lead Arrangers, in xxxxxction with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (without recourse) in blank (or accompanied by an executed transfer form in blank) by to the pledgor thereof;extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower).
(d) Each document (including any UCC financing statementi) required by No Default shall have occurred and be continuing as of such date, (ii) the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor representations and warranties of the Administrative AgentBorrower contained in Sections 4.01, for 4.02, 4.04(b), 4.05, 4.08 and 4.13 shall be accurate on and as of such date as if made on and as of such date and (iii) no injunction affecting the benefit execution, delivery or performance of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), Loan Documents shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to issued and remain in effect on the Effective Date;.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Credit Agreement (Pfizer Inc)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments On the Effective Date (i) all obligations of the Company hereunder shall become effectiveincurred prior to such date (including, on without limitation, the terms Company's obligations to reimburse the reasonable fees and subject expenses of counsel to the other conditions set forth hereinAdministrative Agent and any fees and expenses payable to the Administrative Agent, on the date Lenders (including Scotia Capital) and their Affiliates as previously agreed with the “Effective Date”Company), shall have been paid in full, (ii) that the Lenders under the Existing Loan Agreement shall consent to the Existing Letters of Credit becoming Letters of Credit hereunder and, unless waived by the Administrative Agent, the Exiting Lenders shall have executed and delivered an Exiting Lender Acknowledgment in the form of Exhibit G and (iii) the Administrative Agent shall have received each of the following conditions is satisfied (or unless waived in accordance with Section 9.01):
(a) Each of writing by the following documentsLenders), which shall be dated the Effective Date and in form and substance reasonably satisfactory in all respects to the Administrative Agent:
(ia) Upon request duly executed counterparts of any Lenderthis Agreement executed by the Company, the Revolving Loan Notes payable by any Borrower to Issuer and the order of each such LenderLenders;
(iib) This Agreement, duly executed and delivered by each counterparts of the Loan PartiesCash Collateral Agreement executed by the Company, pursuant to which each together with a deposit of an amount not less than $35,690,411 in immediately available funds in the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestCash Collateral Account;
(iiic) Certified certificates of the Secretary or Assistant Secretary of the Company attaching and certifying copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party the Company authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationCredit Documents;
(ivd) A certificate certificates of the secretary Secretary or an assistant secretary Assistant Secretary of the Company certifying (or equivalent officeri) the name, title and true signature of each Loan Party certifying the names and true signatures officer of the officers Company executing the Credit Documents, and (ii) the Organic Documents of each Loan Party authorized to sign this Agreementthe Company;
(e) certified copies of the Organic Documents (other than by-laws and other constituent documents not filed with the Secretary of State) certified by the Secretary of State, together with certificates of good standing or existence, as may be available from the Loan Guaranty Secretary of State of the jurisdiction of incorporation of the Company;
(f) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Notes Company, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired without any requests for additional information;
(vg) A a copy of the Company's 10-Q for the Fiscal Quarter ending September 30, 2003;
(h) certificates, reports and other information as the Administrative Agent may reasonably request from the Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, Foreign Plans, and other compensation and employee benefit plans;
(i) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may reasonably request from the Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto;
(j) certificates, reports and other information as the Administrative Agent may reasonably request from the Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;
(k) the favorable opinion opinions of (Ai) Xxxxxx, Xxxxx Foley & Xxxxxxx Lardner LLP, counsel to the Loan PartiesCompany, substantially in the forx xx Exhxxxx X-1-A, and (B) XxXxxxxXxxxx LLPAlan J. Miller, local Esq., general counsel to the Loan PartiesCompany, in each casesubstantially ix xxx xxxx xx Exhibit H-1-B, in form and substance reasonably accepted addressed to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only ii) Troutman Sanders LLP, special Georgia counsel to the extent required therein)Company, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b)substanxxxxxx xn xxx xxrm of Exhibit H-2, shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory addressed to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 each of the Security Agreement;
Lenders and (fiii) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of Mayer, Brown, Rowe & Maw LLP, special New York counsel to the Administrative Agent, xxxstantially in the form of Exhibit H-3, addressed to the Administrative Agent and each of the Lenders;
(l) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Required Lenders;
(m) a fully-executed copy of the Senior Note Agreement certified by an authorized officer of the Company;
(n) certificate of the Company in substantially the form of Exhibit C attached hereto and appropriately completed;
(o) an initial Compliance Certificate in substantially the form of Exhibit D attached hereto, as of September 30, 2003, dated the Effective Date, duly executed (and with all schedules thereto duly completed) and delivered by the chief financial or accounting officer of the Company;
(p) the Lenders shall have received the Company's 6-year projections for which invoices the Consolidated Companies;
(q) duly executed Notice of Outstanding Letters of Credit in substantially the form of Exhibit B attached hereto and appropriately completed;
(r) the Company shall have been presented at least one (1) Business Day paid all attorney fees of the Administrative Agent to the extent invoiced on or prior to the Effective Date;; and
(s) evidence satisfactory to it that the Credit Agreement has been executed and delivered by the parties thereto, and that any other conditions precedent to the effectiveness thereof have been satisfied.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Ironton Iron Inc)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with Section 9.01):
): (a) Each of the following documents, which shall be dated the Effective Date and in form and substance satisfactory to the Administrative Agent:
(i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This A Joinder Agreement to this Agreement, duly executed and delivered by each of the Loan PartiesGuarantors, pursuant to which each of the Loan Parties Guarantors guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
; (iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
; (iv) A certificate of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names and true signatures of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;75 -
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on The agreement of each Lender to make the terms and initial Extension of Credit requested to be made by it is subject to the other satisfaction, on or before January 31, 2004 of the conditions precedent set forth herein, on the date (the “Effective Date”) that each of the following conditions is satisfied (or waived in accordance with this Section 9.01):4.01:
(a) Each Unless waived by all Lenders, receipt by Administrative Agent of each of the following documentsfollowing, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third-party certificates, recently before, the Effective Date and each in form and substance satisfactory to the Administrative AgentAgent and its legal counsel:
(i) Upon request Executed counterparts of any Lender(A) this Agreement, executed and delivered by each Co-Borrower, each Agent and each Person listed on Schedule 2.01 and (b) the Revolving Loan Notes payable Guarantee Agreement, executed and delivered by any Borrower to the order of each such LenderGuarantor;
(ii) This AgreementSuch certificates of resolutions or other action, duly executed and delivered by incumbency certificates and/or other certificates of Responsible Officers of each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) Party as the Administrative Agent shall reasonably requestmay request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer thereof;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board of directors (or equivalent governing body) of Such evidence as Administrative Agent may request to verify that each Loan Party authorizing the executionis duly organized or formed, delivery validly existing, in good standing and performance of qualified to engage in business in each of the Loan Documents to jurisdiction in which it is a partyrequired to be qualified to engage in business, (C) all documents evidencing other necessary corporate action and governmental approvalsincluding certified copies of its organizational documents, if any, with respect to the Loan Documents and (D) a long form certificates of good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organizationand/or qualification to engage in business;
(iv) A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(c), (e) and (f) have been satisfied, (B) that there has been no event or circumstance since the date of the secretary or an assistant secretary Reference Statements which has a Material Adverse Effect, and (or equivalent officerC) of each Loan Party certifying as to the names and true signatures Debt Ratings as of the officers of each Loan Party authorized to sign this Agreement, the Loan Guaranty and the Notes and the other documents to be delivered hereunderEffective Date;
(v) A favorable An opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, Borrower in form and substance reasonably accepted satisfactory to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;; and
(vi) A certificate of an officer Such other customary certificates, documents or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations opinions as Administrative Agent or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;Required Lenders reasonably may require.
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all Any fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date shall have been paid.
(c) The applicable lenders shall have received any principal, interest or fees owing under (i) the Five-Year Agreement, (ii) the Permanent Facilities Agreement and all expenses (iii) the May 2003 Agreement (collectively, the "Existing Credit Agreements"). The Co-Borrowers hereby agree that the commitments under the Permanent Facilities Agreement and the May 2003 Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement. Comcast Cable Communications, Inc. by separate written instrument executed on the Effective Date shall agree that the commitments under the Five-Year Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement. The Lenders that are parties to the Existing Credit Agreements, comprising the "Required Lenders" as defined in each of the Administrative Agent Existing Credit Agreements, hereby agree that the commitments under the Existing Credit Agreements shall terminate as set forth in this Section 4.01(c). The transactions described in this Section 4.01(c) are collectively referred to as the "Refinancing."
(d) Lenders shall have received (i) satisfactory audited consolidated financial statements of Borrower and its Subsidiaries for the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day most recent fiscal year ended prior to the Effective Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.
(e) The representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and as of the Effective Date;.
(f) No Default or Event of Default shall have occurred and be continuing.
(g) Unless waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced prior to or on the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder shall become effective, on The occurrence of the terms and Effective Date is subject to the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):precedent:
(a) Each of The Agent shall have received the following documentsfollowing, which shall be each dated the Effective Date and Date, in form and substance satisfactory to the Administrative AgentLenders and in sufficient copies for each Lender:
(i) Upon request of any Lenderthis Agreement, duly executed by the Revolving Loan Notes Borrower, each Lender and the Agent;
(ii) each Term Note requested by a Lender pursuant to Section 2.16 payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly completed and executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestBorrower;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board Board of directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of each Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (CB) all documents evidencing other necessary corporate action and governmental approvals, if any, on the part of the Borrower with respect to this Agreement and the other Loan Documents and (D) a long form good standing certificate (Documents, certified by the Secretary or its equivalent) for each such Loan Party from its jurisdiction an Assistant Secretary of organizationthe Borrower;
(iv) A a certificate of the secretary Secretary or an assistant secretary (or equivalent officer) Assistant Secretary of each Loan Party the Borrower certifying the names and names, true signatures and incumbency of the officers of each Loan Party the Borrower authorized to sign this Agreement, the Loan Guaranty and the Notes Agreement and the other documents Loan Documents to be delivered hereunderwhich it is, or is to be, a party;
(v) A copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;
(vi) copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;
(vii) copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower;
(viii) favorable opinion of opinions of:
(A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Borrower, in substantially the form of Exhibit 3.1
(a) (viii)(A) and as to such other matters as the Loan PartiesMajority Lenders, and through the Agent, may reasonably request; and
(B) XxXxxxxXxxxx LLP, local counsel to In-house Counsel of the Loan PartiesBorrower, in each case, in substantially the form of Exhibit 3.1(a)(viii)(B) and substance reasonably accepted as to such other matters as the Administrative Agent and Lenders and covering such customary matters relating hereto as any LenderMajority Lenders, through the Administrative Agent, may reasonably request;
(viix) A certificate of an officer payment (for its own account or any authorized person of Livent to the effect that (A) the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any account of the assets applicable payees, as applicable) of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date in connection with this Agreement or the Repurchase Documentation, including without limitation the fees described in the Citi Fee Letter and the JPM Fee Letter;
(x) receipt of final executed (where applicable) copies of the Repurchase Documentation, which shall be satisfactory to the Agent, and evidence satisfactory to the Agent that the transactions contemplated by the Repurchase Documentation have commenced; and
(xi) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.
(b) The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Effective Date and in sufficient copies for each Lender, stating that:
(i) the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Effective Date, as though made on and as of such date, and
(ii) no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default.
(c) The Borrower shall have paid all costs and expenses of the Administrative Agent and the Lenders (including the counsel fees and expenses of counsel to the Administrative Agentdisbursements) incurred through (and for which invoices statements have been presented at least one (1provided prior to) Business Day prior to the Effective Date;.
Appears in 1 contract
Conditions Precedent to Effective Date. Each Lender’s respective Commitments hereunder This Agreement shall become effective, on be effective upon the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.01):precedent not later than March 4, 2011:
(a) Each the Administrative Agent’s receipt of the following documentsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or Guarantor, as the case may be, each dated the Effective Date and (or, in form and substance satisfactory the case of certificates of governmental officials, a recent date before the Effective Date):
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent:
(i) Upon request of any Lender, each Lender and the Revolving Loan Notes payable by any Borrower to the order of each such LenderBorrower;
(ii) This Agreement, a Note duly executed and delivered by the Borrower in favor of each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably requestLender requesting a Note;
(iii) Certified the Guaranty duly executed by each Guarantor;
(iv) copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (Aor comparable organizational documents) the charter and by-laws any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(v) copies of each Loan Party, (B) the resolutions of the board Borrower’s and each Guarantor’s Board of directors Directors (or equivalent similar governing body) of each Loan Party authorizing the execution, delivery and performance of each of this Agreement and the other Loan Documents to which it is a party, (C) all documents evidencing other necessary corporate action party and governmental approvals, if any, with respect to the Loan Documents and (D) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate consummation of the secretary or an assistant secretary (or equivalent officer) of each Loan Party certifying the names transactions contemplated hereby and true thereby, together with incumbency certificates and specimen signatures of the officers of each Loan Party persons authorized to sign this Agreementexecute such documents on the Borrower’s and each Guarantor’s behalf, the Loan Guaranty and the Notes and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, all certified in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably requestinstance by its Secretary or Assistant Secretary;
(vi) A certificate copies of an officer the certificates of good standing, or any authorized person of Livent the nearest equivalent in the relevant jurisdiction, for the Borrower and each Guarantor (dated no earlier than 45 days prior to the effect that Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the state of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization;
(Avii) a list of the representations and warranties contained in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a DefaultAuthorized Representatives; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);
(c) The Administrative Agent shall have received (iviii) the certificates representing the shares favorable written opinion of Stock pledged pursuant counsel to the Security AgreementBorrower and each Guarantor, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;Agent; and
(fb) Confirmation that the Borrowers Term Credit Agreement shall have paid all fees (including amounts then payable under become effective and the Fee Letter) required to be paid aggregate commitments thereunder on or before the Effective Date and all expenses of the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) for which invoices have been presented at least one (1) Business Day prior to the Effective Date;shall be no less than $1,250,000,000.
Appears in 1 contract
Samples: Bridge Credit Agreement (Cliffs Natural Resources Inc.)
Conditions Precedent to Effective Date. Each Lender’s respective The Banks’ Commitments shall not become effective hereunder shall become effective, on the terms and subject to the other conditions set forth herein, on the date (the “Effective Date”) that each of unless the following conditions is are satisfied (or waived in accordance with Section 9.01):8.01) on or prior to the Commitment Termination Date:
(a) Each The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement executed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the following documentsAdministrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has executed a counterpart to this Agreement.
(b) The Administrative Agent shall have received the following, which shall be each dated the Effective Date and Date, in form and substance reasonably satisfactory to the Administrative Agent:
(i) Upon request of any Lender, the Revolving Loan Notes payable by any Borrower to the order of each such Lender;
(ii) This Agreement, duly executed and delivered by each of the Loan Parties, pursuant to which each of the Loan Parties guarantee the Secured Obligations, and the Loan Parties shall duly executed and delivered certified copies of any other Loan Documents (including any amendments to existing Mortgages on any Material Real Property) as the Administrative Agent shall reasonably request;
(iii) Certified copies of (A) the charter and by-laws of each Loan Party, (B) the resolutions of the board Board of directors (Directors or equivalent other governing body) body of each Loan Party authorizing Borrower approving this Agreement and the execution, delivery and performance of each of the other Loan Documents to which it such Borrower is a party, (C) and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such other Loan Documents, together with certified copies of the Loan Documents certificate of incorporation and bylaws or certificate of formation and, to the extent available, limited liability company agreement (Dor equivalent documents), as applicable, of each Borrower, and a certificate from the secretary of state of organization of each Borrower (or other appropriate authority of such jurisdiction) evidencing the legal existence and good standing of such Borrower; and
(ii) a long form good standing certificate (or its equivalent) for each such Loan Party from its jurisdiction of organization;
(iv) A certificate of the secretary Secretary or an assistant secretary (Assistant Secretary or other officer with equivalent officer) duties of each Loan Party Borrower certifying the names and true signatures of the officers of each Loan Party such Borrower authorized to sign this Agreement, the other Loan Guaranty and the Notes Documents to which such Borrower is a party and the other documents to be delivered hereunder;
(v) A favorable opinion of (A) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel hereunder and attesting to the Loan Parties, and (B) XxXxxxxXxxxx LLP, local counsel to the Loan Parties, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such customary matters relating hereto as any Lender, through the Administrative Agent, may reasonably request;
(vi) A certificate accuracy of an officer or any authorized person of Livent to the effect that (A) the representations and warranties contained of such Borrower set forth in the Loan Documents are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (B) no event has occurred and is continuing which constitutes a Default; and
(vii) A completed Perfection Certificate duly executed and delivered by each Loan Party, together with all attachments contemplated thereby;
(b) The results of recent customary lien searches, which shall reveal no Liens on any of the assets of any Loan Party except for Liens permitted by Section 6.04(b);4.01.
(c) The Administrative Agent shall have received (i) the certificates representing the shares of Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required to be delivered pursuant to the Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;
(d) Each document (including any UCC financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (but only to the extent required therein), prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.04(b), shall be in proper form for filing, registration or recordation;
(e) Evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 6.03(e) of this Agreement and Section 4.10 of the Security Agreement;
(f) Confirmation that the Borrowers have paid all fees (including amounts then payable under the Fee Letter) required to be paid on or before the Effective Date and all expenses of the Administrative Agent Arranger and the Lenders (including the Banks shall have received payment of all fees and expenses of counsel then due and payable hereunder by either Borrower to the Administrative Agent) for which invoices have been presented , the Arranger and the Banks, respectively, subject to the Parent receiving, to its satisfaction, an invoice of such amounts at least one (1) two Business Day Days prior to the Effective Date;. The Administrative Agent shall notify the Borrowers and the Banks of the Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Agreement (Uil Holdings Corp)
