Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties): (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider); (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates; (v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and (viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies. (b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters). (e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 5 contracts
Samples: Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A AA Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 5 contracts
Samples: Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions precedent have been satisfied (or waived by the appropriate party or parties):in accordance with Section 8.01:
(a) The Liquidity Provider the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement;
(b) the Designated Agent (or its counsel) shall have received from the Guarantor either (i) a counterpart of the Guaranty signed on behalf of the Guarantor or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Guaranty) that the Guarantor has signed a counterpart of the Guaranty;
(c) the Designated Agent shall have received on or before the Closing Effective Date the following, each dated as of the Effective Date: (i) certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement and the other documents related hereto; (ii) certified copies of the resolutions of the Board of Directors of the Guarantor or the Executive Committee of such Board authorizing the execution and delivery of the Guaranty and the other documents related hereto; (iii) certified copies of the organizational documents of each of the following, Borrower and in the case Guarantor; (iv) a certificate of the Secretary or an Assistant Secretary of each document delivered pursuant to paragraphs of the Borrower and the Guarantor certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf or the Guarantor executing the Guaranty on its behalf, as applicable; (iv) certificates of good standing for the Borrower and the Guarantor from the Secretary of State of Delaware; and (vi) an opinion or opinions of counsel for the Borrower and the Guarantor (which may be in-house counsel, external counsel or a combination of the two), (ii) and (iii), each in form and substance reasonably satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanJoint Lead Arrangers; and
(viiid) Such documentation as all fees and other amounts due and payable by the Liquidity Provider may reasonably request five (5) Borrower and its Subsidiaries to the Joint Lead Arrangers, the Designated Agent and the Lenders under the Loan Documents or more pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least two Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred by the relevant Person and be continuing, or would result from to the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider extent such amounts are payable on or prior to the Effective Date pursuant to Date. The Designated Agent shall notify the Fee Letter.
(d) All conditions precedent to Borrower and the issuance Lenders of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waivedEffective Date, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement such notice shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)be conclusive and binding.
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 4 contracts
Samples: 364 Day Credit Agreement (Walt Disney Co), 364 Day Bridge Credit Agreement (Walt Disney Co), 364 Day Bridge Credit Agreement (TWDC Enterprises 18 Corp.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class AA Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 3 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 3 contracts
Samples: Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 3 contracts
Samples: Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc), Revolving Credit Agreement (American Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class A Certificates, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class A Certificates under the Class A Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the each other Liquidity Facilities, if any, Facility in respect of the Class A Certificates shall have been concurrently satisfied or waived, waived and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 3 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Continental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to Continental, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/), Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Class B Issuance Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanDelta;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Class B Issuance Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx & Xxxxxxx the Vice President — Deputy General Counsel of Delta and of Xxxxxxxxxx Xxxxxxxx LLP, special counsel to American, Delta and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP, special counsel to the Class B Underwriters) delivered on the Closing Class B Issuance Date pursuant to the Class B Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Class B Issuance Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanDelta; and
(viiiprovided that to the extent that any of the foregoing documents, agreements, instruments, certificates or opinions was previously delivered to Natixis in its capacity as Class A Liquidity Provider pursuant to Section 4.01(a) Such documentation as of the Class A Liquidity Facility, no such document, agreement, instrument, certificate or opinion shall be required to be delivered to the Liquidity Provider may reasonably request five (5) or more Business Days prior pursuant to the Closing Date in order to satisfy its “know your customer” policiesthis Section 4.01(a).
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Class B Underwriting Agreement shall have been waived by the Class B Underwriters).
(e) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Delta Air Lines Inc /De/), Revolving Credit Agreement (Delta Air Lines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and US Airways;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such fiscal year and related statements of income and cash flows of US Airways for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of US Airways’ independent certified public accountants with respect to their audit of such financial statements; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) US Airways agrees to allow the Liquidity Provider to inspect US Airways’ books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx & Xxxxxxx LLP, special counsel to US Airways, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Us Airways Inc), Revolving Credit Agreement (Us Airways Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Continental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to Continental, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/), Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that US Airways is obligated to provide such information pursuant to Section 16 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American US Airways agrees to allow the Liquidity Provider to inspect US Airways' books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and Class B Certificates by the Underwriters under the Underwriting Agreement and the purchase of the Class C Certificates by AIFS under the Class C Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Us Airways Inc), Revolving Credit Agreement (Us Airways Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Class C Trustee, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that US Airways is obligated to provide such information pursuant to Section 16 of the Basic Lease or Section 7 of the Special Leased Aircraft Participation Agreement (which American may provide in an electronic format by electronic mail related to Leased Aircraft) to the extent such provisions require delivery of financial statements, or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American US Airways agrees to allow the Liquidity Provider to inspect US Airways' books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class C Certificates under the Class C Trust Agreements Agreement shall have been satisfied or waived, and all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A C Certificates by the Underwriters Airbus Industrie Financial Services under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersAirbus Industrie Financial Services).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by waived.
(f) The Borrower shall have received the Liquidity ProviderGuarantee Agreement, substantially in the form of Exhibit I hereto, duly executed on behalf of the party thereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Us Airways Inc), Revolving Credit Agreement (Us Airways Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Class B Closing Date (other than this Agreement, the relevant Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Class B Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class B Certificates and related Equipment Notes, other than the opinion of counsel for the Class B Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Class B Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class B Certificates under the Class B Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and US Airways;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such fiscal year and related statements of income and cash flows of US Airways for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of US Airways’ independent certified public accountants with respect to their audit of such financial statements; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) US Airways agrees to allow the Liquidity Provider to inspect US Airways’ books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx & Xxxxxxx LLP, special counsel to US Airways, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates, the Class B Certificates and the Class C Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Us Airways Inc), Revolving Credit Agreement (Us Airways Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A C-I Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C-I Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (together with, in the case of each such opinion, either addressed to other than the Liquidity Provider or accompanied by opinion of counsel for the Initial Purchasers, a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date no Date: No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waivedsatisfied, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waivedsatisfied, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/), Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Class B Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Class B Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class B Certificates, other than the opinion of counsel for the Class B Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Class B Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class B Certificates under the Class B Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the each other Liquidity Facilities, if any, Facility in respect of the Class B Certificates shall have been concurrently satisfied or waived, waived and all conditions precedent to the purchase of the Class A B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that US Airways is obligated to provide such information pursuant to Section 16 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American US Airways agrees to allow the Liquidity Provider to inspect US Airways' books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and Class B Certificates by the Underwriters under the Underwriting Agreement and the purchase of the Class C Certificates by AIFS under the Class C Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersUnderwriters or AIFS, as the case may be).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Us Airways Inc), Revolving Credit Agreement (Us Airways Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and US Airways;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such fiscal year and related statements of income and cash flows of US Airways for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of US Airways’ independent certified public accountants with respect to their audit of such financial statements; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) US Airways agrees to allow the Liquidity Provider to inspect US Airways’ books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx & Xxxxxxx LLP, special counsel to US Airways, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Us Airways Inc), Revolving Credit Agreement (Us Airways Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (United Airlines, Inc.), Revolving Credit Agreement (United Airlines, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanSpirit;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx Debevoise and Xxxxxxxx LLP, special counsel to AmericanSpirit, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx White & XxXxxx Case LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from AmericanSpirit, pursuant to which (x) American Spirit agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Spirit may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Spirit agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesSpirit.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American Spirit shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:: 24 Revolving Credit Agreement (Class B) (Spirit 2017-1 EETC)
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanSpirit;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx Debevoise and Xxxxxxxx LLP, special counsel to AmericanSpirit, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx White & XxXxxx Case LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from AmericanSpirit, pursuant to which (x) American Spirit agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Spirit may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Spirit agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesSpirit.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.. 25 Revolving Credit Agreement (Class B) (Spirit 2017-1 EETC)
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates, the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American Spirit shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, the General Counsel of American and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; andand Revolving Credit Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC)
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A AA Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Trust Supplement
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Class B Underwriters) delivered on the Closing Date pursuant to the Class B 21 Revolving Credit Agreement (Class B) Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Class B Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Class B Underwriting Agreement shall have been waived by the Class B Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of each of the Fee Letter, Americanparties thereto (other than the Primary Liquidity Provider);
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Primary Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A G Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Class G Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriter, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Primary Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Primary Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Primary Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice executed by an authorized officer of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission, will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice executed by an authorized officer of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission, will satisfy this subclause (B), and (ii) Continental agrees to allow the Primary Liquidity Provider to discuss inspect Continental’s books and records regarding the transactions contemplated hereby or by the other Operative Agreements Agreements, and to discuss such transactions with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Primary Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letterreasonably requested.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, the General Counsel and Chief Compliance Officer of American and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A A-1 Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A A-1 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(viivi) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the such transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The filings referred to in Sections 3.01(d) and 3.01(f) of the Participation Agreements shall have been filed (or shall be in the process of being filed).
(d) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(de) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(ef) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iiiiv), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A fully executed copy of the Fee Letter;
(v) A copy of the Prospectus Supplement and specimen copies of the Class A G Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A G Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from AmericanEvidence that there shall have been made and shall be in full force and effect, pursuant all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to which (x) American agrees the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to provide copies of quarterly financial statements establish, perfect, protect and audited annual financial statements to preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Class G Trustee, the Borrower and the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated created by the Operative Agreements with officers executed and employees of Americandelivered on or prior to the Closing Date; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which Advance that constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterLetter applicable to this Agreement.
(d) All conditions precedent to the issuance of the Class G Certificates under the Class G Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Agreement shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A G Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date Date, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Americanand acknowledged by Northwest;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement A letter from AmericanNorthwest Airlines Corporation, pursuant to which (xi) American Northwest Airlines Corporation agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making provided that so long as Northwest is subject to the reporting requirements of the Securities Exchange Act of 1934, such information will be considered provided if it is made available over on the internetXXXXX database of the Securities and Exchange Commission) and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Northwest Airlines Corporation is obligated to provide such information pursuant to the Indentures to the parties thereto, and (yii) American Northwest Airlines Corporation agrees to allow the Liquidity Provider to inspect its books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanNorthwest Airlines Corporation; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northwest Airlines Corp)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A G Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class G Trust 22 18 Agreement, the Intercreditor Agreement and the other Operative Agreements entered into on or prior to the date hereof (in the case of each such opinion, other than the opinion of counsel for the Initial Purchasers, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonable advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAmerica West, pursuant to which (x) American America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American obligations may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated be satisfied by the Operative Agreements with officers furnishing of America West's Form 10Q and employees 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of Americanthe Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)Date.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (America West Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Initial Purchasers, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as are necessary or in order to establish, perfect, protect and preserve the right, title and interest of the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAmerica West, pursuant to which (x) American America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American obligations may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated be satisfied by the Operative Agreements with officers furnishing of America West's Form 10Q and employees 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of Americanthe Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto; andand 22 18
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (America West Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and US Airways;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such fiscal year and related statements of income and cash flows of US Airways for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of US Airways’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) US Airways agrees to allow the Liquidity Provider to inspect US Airways’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx & Xxxxxxx LLP, special counsel to US Airways, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A G-2 Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A G-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(viivi) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesDelta.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The filings referred to in Sections 3.01(d) and 3.01(f) of the Participation Agreements shall have been filed (or shall be in the process of being filed).
(d) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(de) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters), and all conditions precedent to the purchase of the Class D Certificates by the Initial Class D Holder shall have been satisfied.
(ef) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delta Air Lines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iiiiv), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A fully executed copy of the Prospectus Supplement Fee Letter;
(v) A copy of the Offering Memorandum and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by this Agreement and the related Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Placement Agents under the Underwriting Placement Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Placement Agreement shall have been waived by the UnderwritersPlacement Agents).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document dated such date (except for those documents delivered pursuant to paragraphs (i), (iiv) and (iiivii) of this Section 4.01(a)), and each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed Counterparts (or certified copies thereof) of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement)) which, when taken together, bear the signatures of all of the respective parties thereto and which are in full force and effect in accordance with their respective terms;
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Pass Through Certificates;
(v) Evidence that, on the Effective Date, the Class A Pass Through Certificates, the Class B Pass Through Certificates and the Class C Pass Through Certificates will receive long-term credit ratings from Moody's of not lower than Aa2, A1 and Baa1, respexxxxxxx, and from Standard & Poor's of not lower than AAA, AA and BBB+, respectively;
(vi) An executed or certified copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement Class A Supplement, the Intercreditor Agreement, the Participation Agreements and the other Operative Agreements (together with, in the case of each such opinion, either opinion (unless such opinion is addressed to the Liquidity Provider or accompanied by Provider), other than the opinion of counsel for the Underwriters, a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Pass Through Trustee and the Liquidity Provider created by the Operative Agreements;
(viii) Copies of the appraisals attached as exhibits to the Prospectus; and
(ix) A letter from American, pursuant to which (x) American agrees Federal Express Corporation agreeing to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide the periodic financial reports referred to in an electronic format by electronic mail or making such available over Section 4.03 of the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanPass Through Agreements; and
(viiix) Such documentation other documents, instruments, opinions and approvals (and, if requested by the Liquidity Provider, certified duplicates or executed copies thereof) as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statements shall be true and shall be deemed to have been represented by each party (other than clause (ii) below, which shall be deemed to have been represented only by Federal Express Corporation) on and as of the Effective Date:
(i) The representations and warranties of such Person contained in each Participation Agreement are true and correct on and as of the Effective Date no as though made on and as of the Effective Date; and
(ii) No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Pass Through Certificates under the Trust Pass Through Agreements shall have been satisfied or waivedsatisfied, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waivedsatisfied, and all conditions precedent to the purchase of the Class A Pass Through Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless except for any of such conditions precedent under the Underwriting Agreement that shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Provider(other than this Section 4.01(e)).
Appears in 1 contract
Samples: Irrevocable Revolving Credit Agreement (Federal Express Corp)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanDelta;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx internal counsel of Delta and of Xxxxxxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to AmericanDelta, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date Revolving Credit Agreement (Class AA) (Delta 2020-1 EETC) pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesDelta.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.. Revolving Credit Agreement (Class AA) (Delta 2020-1 EETC)
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Americanand acknowledged by Northwest;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A G-2 Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A G-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Primary Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Primary Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement A letter from AmericanNorthwest Airlines Corporation, pursuant to which (xi) American Northwest Airlines Corporation agrees to provide copies of quarterly financial statements and audited annual financial statements to the Primary Liquidity Provider, and such other information as the Primary Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees shall reasonably request with respect to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements Agreements, in each case, only to the extent that Northwest Airlines Corporation is obligated to provide such information pursuant to Section 16 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto, and (ii) Northwest Airlines Corporation agrees to allow the Primary Liquidity Provider to inspect its books and records regarding such transactions, and to discuss such transactions with officers and employees of AmericanNorthwest Airlines Corporation; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Primary Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Primary Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Primary Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A G-1, Class G-2, Class C-1 and Class C-2 Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Primary Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northwest Airlines Inc /Mn)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A C Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Initial Purchasers, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as are necessary or in order to establish, perfect, protect and preserve the right, title and interest of the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAmerica West, pursuant to which (x) American America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American obligations may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated be satisfied by the Operative Agreements with officers furnishing of America West's Form 10Q and employees 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of Americanthe Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto; andand 22 18
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (America West Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Supplement, together with the related Prospectus dated February 16, 1999, and specimen copies of the Class A A-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAtlas, pursuant to which (xi) American Atlas agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Atlas is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Atlas agrees to allow the Liquidity Provider to inspect Atlas's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanAtlas; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date no Date: No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)) .
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower andand Delta, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(viivi) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesDelta.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The filings referred to in Section 3.01(d) of the Participation Agreements shall have been filed (or shall be in the process of being filed).
(d) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(de) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A A, Class B and Class C Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Purchase Agreement shall have been waived by the UnderwritersInitial Purchasers).
(ef) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delta Air Lines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A A-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Issuance Date (other than this Agreement, the Guarantee Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Issuance Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (x) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider provided that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, such information will be considered provided if it is made available on the XXXXX database of the Securities and Exchange Commission;
(which American may provide in an electronic format by electronic mail or making such available over viii) Legal opinions from (a) Xxxxxx Xxxxx, LLP, special Delaware counsel to the internet) Borrower and (yb) American agrees Xxxxxx Price P.C., special counsel to allow United, each in form and substance reasonably satisfactory to the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanProvider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, waived and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that the Effective Date is the date hereof. Upon receipt by the Borrower of such certificate, all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 shall be deemed to have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Continental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to Continental, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Class B Underwriters) delivered on the Closing Date pursuant to the Class B Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Class B Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Class B Underwriting Agreement shall have been waived by the Class B Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanJetBlue;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx Debevoise & Xxxxxxx Xxxxxxxx LLP, special counsel to AmericanJetBlue, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from AmericanJetBlue, pursuant to which (x) American JetBlue agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American JetBlue may provide in an electronic format by electronic mail or making such available over the internet) and (y) American JetBlue agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanJetBlue; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American JetBlue shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity ProviderEffective Date has occurred.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A G Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class G Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Class G Trustee, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that US Airways is obligated to provide such information pursuant to Section 16 of the Basic Lease or Section 7 of the Special Leased Aircraft Participation Agreement (which American may provide in an electronic format by electronic mail related to Leased Aircraft) to the extent such provisions require delivery of financial statements, or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American US Airways agrees to allow the Liquidity Provider to inspect US Airways' books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class G Certificates under the Class G Trust Agreements Agreement shall have been satisfied or waived, and all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A G Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by waived.
(f) The Borrower shall have received the Liquidity ProviderGuarantee Agreement, substantially in the form of Exhibit I hereto, duly executed on behalf of each of the parties thereto.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement and duly executed on behalf of the Borrower, the Fee Letter applicable to this Agreement duly executed on behalf of the Borrower and, in and the case Tax Letter duly executed on behalf of the Fee Letter, AmericanContinental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Primary Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement, the Tax Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A G-1 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Class G-1 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Primary Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Primary Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Primary Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; PROVIDED, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental's report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice executed by an authorized officer of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental's independent certified public accountants with respect to their audit of such financial statements; PROVIDED, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental's report on Form 10-K for such fiscal year (excluding exhibits) or a written notice executed by an authorized officer of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Primary Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Primary Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Primary Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Primary Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A G-1 Certificates and Class G-2 Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Primary Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Provider.waived
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class A Certificates, other than the opinion of counsel for the Class AA/A Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class AA Certificates and the Class A Certificates under the applicable Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility in respect of the Class AA Certificates shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Class AA/A Underwriters under the Class AA/A Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and US Airways;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUS Airways, pursuant to which (xi) American US Airways agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such fiscal year and related statements of income and cash flows of US Airways for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of US Airways’ independent certified public accountants with respect to their audit of such financial statements; provided, that so long as US Airways is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of US Airways that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) US Airways agrees to allow the Liquidity Provider to inspect US Airways’ books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUS Airways;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx & Xxxxxxx LLP, special counsel to US Airways, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates, the Class B Certificates and the Class C Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iiiiv), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Primary Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A fully executed copy of the Fee Letter;
(v) A copy of the Prospectus Supplement and specimen copies of the Class A G Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A G Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which Advance that constitutes a Liquidity Event of Default.
(c) The Primary Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Primary Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Primary Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Primary Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Primary Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A C-II Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C-II Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (together with, in the case of each such opinion, either addressed to other than the Liquidity Provider or accompanied by opinion of counsel for the Initial Purchasers, a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date no Date: No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waivedsatisfied, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waivedsatisfied, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class AA Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class AA Certificates, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the applicable Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility in respect of the Class A Certificates shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document dated such date (except for those documents delivered pursuant to paragraphs (i), (iiv) and (iiivii) of this Section 4.01(a)), and each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed Counterparts (or certified copies thereof) of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement)) which, when taken together, bear the signatures of all of the respective parties thereto and which are in full force and effect in accordance with their respective terms;
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Pass Through Certificates;
(v) Evidence that, on the Effective Date, the Class A Pass Through Certificates, the Class B Pass Through Certificates and the Class C Pass Through Certificates will receive long-term credit ratings from Moody's of not lower xxxx Xx3, A1 and Baa1, respectively, and from Standard & Poor's of not lower than AAA, AA- and BBB+, respectively;
(vi) An executed or certified copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement Class B Supplement, the Intercreditor Agreement, the Participation Agreements and the other Operative Agreements (together with, in the case of each such opinion, either opinion (unless such opinion is addressed to the Liquidity Provider or accompanied by Provider), other than the opinion of counsel for the Underwriters, a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Pass Through Trustee and the Liquidity Provider created by the Operative Agreements;
(viii) Copies of the appraisals attached as exhibits to the Prospectus; and
(ix) A letter from American, pursuant to which (x) American agrees Federal Express Corporation agreeing to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide the periodic financial reports referred to in an electronic format by electronic mail or making such available over Section 4.03 of the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanPass Through Agreements; and
(viiix) Such documentation other documents, instruments, opinions and approvals (and, if requested by the Liquidity Provider, certified duplicates or executed copies thereof) as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statements shall be true and shall be deemed to have been represented by each party (other than clause (ii) below, which shall be deemed to have been represented only by Federal Express Corporation) on and as of the Effective Date:
(i) The representations and warranties of such Person contained in each Participation Agreement are true and correct on and as of the Effective Date no as though made on and as of the Effective Date; and
(ii) No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Pass Through Certificates under the Trust Pass Through Agreements shall have been satisfied or waivedsatisfied, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waivedsatisfied, and all conditions precedent to the purchase of the Class A Pass Through Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless except for any of such conditions precedent under the Underwriting Agreement that shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Provider(other than this Section 4.01(e)).
Appears in 1 contract
Samples: Irrevocable Revolving Credit Agreement (Federal Express Corp)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Americanthe Airlines;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx O’Melveny & Xxxxxxx Xxxxx LLP and Debevoise & Xxxxxxxx LLP, special counsel to Americanthe Airlines, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the UnderwritersInitial Purchasers) delivered on the Closing Date pursuant to the Underwriting Certificate Purchase Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from Americanthe Airlines, pursuant to which (x) American each Airline agrees to provide copies of the Parent’s quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American such Airline may provide in an electronic format by electronic mail or making such the same available over the internet) and (y) American each Airline agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of Americansuch Airline; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Underwriters Certificate Purchasers under the Underwriting Certificate Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Certificate Purchase Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American the Airlines shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity ProviderEffective Date has occurred.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alaska Air Group, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A C Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Initial Purchasers, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from AmericanAmerica West, pursuant to which (x) American America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American obligations may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated be satisfied by the Operative Agreements with officers furnishing of America West's Form 10Q and employees 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of Americanthe Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received (i) the Guarantee Agreement, substantially in the form of Exhibit I hereto, duly executed on behalf of each of the parties thereto and (ii) a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (America West Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Americanand acknowledged by Northwest;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement A letter from AmericanNorthwest Airlines Corporation, pursuant to which (xi) American Northwest Airlines Corporation agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Northwest Airlines Corporation is obligated to provide such information pursuant to Section 16 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto, and (yii) American Norwest Airlines Corporation agrees to allow the Liquidity Provider to inspect its books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanNorthwest Airlines Corporation; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A A-1 Certificates, Class A-2 Certificates and Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northwest Airlines Corp)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Americanand acknowledged by Northwest;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C-2 Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Primary Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Primary Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement A letter from AmericanNorthwest Airlines Corporation, pursuant to which (xi) American Northwest Airlines Corporation agrees to provide copies of quarterly financial statements and audited annual financial statements to the Primary Liquidity Provider, and such other information as the Primary Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees shall reasonably request with respect to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements Agreements, in each case, only to the extent that Northwest Airlines Corporation is obligated to provide such information pursuant to Section 16 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto, and (ii) Northwest Airlines Corporation agrees to allow the Primary Liquidity Provider to inspect its books and records regarding such transactions, and to discuss such transactions with officers and employees of AmericanNorthwest Airlines Corporation; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Primary Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Primary Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Primary Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A G-1, Class G-2, Class C-1 and Class C-2 Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Primary Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northwest Airlines Inc /Mn)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Hawaiian;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanHawaiian Holdings, pursuant to which (xi) American Hawaiian Holdings agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Hawaiian Holdings, a consolidated balance sheet of Hawaiian Holdings as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Hawaiian Holdings is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Hawaiian Holdings’ report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Hawaiian Holdings that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Hawaiian Holdings, a consolidated balance sheet of Hawaiian Holdings as of the end of such fiscal year and related statements of income and cash flows of Hawaiian Holdings for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Hawaiian Holdings’ independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Hawaiian Holdings is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Hawaiian Holdings’ report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Hawaiian Holdings that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Hawaiian Holdings agrees to allow the Liquidity Provider to inspect Hawaiian Holdings’ books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanHawaiian Holdings;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to Hawaiian, and (c) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx PC, special counsel to Hawaiian, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, the General Counsel of American and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iiiiv), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A fully executed copy of the Prospectus Supplement Fee Letter;
(v) A copy of the Offering Memorandum and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the such transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Placement Agents under the Underwriting Placement Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Placement Agreement shall have been waived by the UnderwritersPlacement Agents).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C-1 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C-1 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, Americanthe Airlines;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx O’Melveny & Xxxxxxx Xxxxx LLP and Debevoise & Xxxxxxxx LLP, special counsel to Americanthe Airlines, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the UnderwritersInitial Purchasers) delivered on the Closing Date pursuant to the Underwriting Certificate Purchase Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from Americanthe Airlines, pursuant to which (x) American each Airline agrees to provide copies of the Parent’s quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American such Airline may provide in an electronic format by electronic mail or making such the same available over the internet) and (y) American each Airline agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of Americansuch Airline; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Certificate Purchasers under the Underwriting Certificate Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Certificate Purchase Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American the Airlines shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity ProviderEffective Date has occurred.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alaska Air Group, Inc.)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanFedEx;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx internal counsel of XxxXx and of Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to AmericanFedEx, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from AmericanFedEx, pursuant to which (x) American FedEx agrees to provide copies of either (A) a consolidated balance sheet of FedEx and its consolidated subsidiaries prepared by it as of each of the first three quarterly financial periods in each fiscal year, together with the related consolidated statements of income for such period or (B) a report of FedEx Corporation on Form 10-Q in respect of such period in the form filed with the Securities and audited annual financial Exchange Commission and either (A) a consolidated balance sheet of FedEx and its consolidated subsidiaries as of the close of each fiscal year, together with the related consolidated statements to of income for such fiscal year, certified by independent public accountants, or (B) a report of FedEx Corporation on Form 10-K in respect of such year in the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over form filed with the internet) Securities and Exchange Commission and (y) American FedEx agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers of FedEx; provided that such discussions shall not take place more frequently than once per year unless a Liquidity Event of Default has occurred and employees of Americanis continuing and there is a Performing Note Deficiency; and
(viii) Such other documentation as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order requested to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A AA Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American FedEx shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement Indenture duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements Documents and Support Documents executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor AgreementIndenture);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A CertificatesSecurities;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement Indenture, the other Operative Documents and the Support Documents (in the case of each such opinion, other than the opinion of counsel for the Initial Purchaser, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each documentEvidence that there shall have been made and shall be in full force and effect, instrumentall filings, certificate recordings and/or registrations, and opinion delivered on there shall have been given or before the Closing Date pursuant taken any notice or other similar action as may be reasonably necessary or, to the Class A Trust Agreementextent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Intercreditor Agreement Borrower and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied created by a letter from the counsel rendering such opinion to Operative Documents and the effect that Support Documents executed and delivered on the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Closing Date;
(vii) An agreement from Americanthe Company, pursuant to which (xi) American the Company agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; PROVIDED, that so long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of the Company's report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice executed by an authorized officer of the Company that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission, will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such fiscal year and related statements of income and cash flows of the Company for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of the Company's independent certified public accountants with respect to their audit of such financial statements; PROVIDED, that so long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of the Company's report on Form 10-K for such fiscal year (excluding exhibits) or a written notice executed by an authorized officer of the Company that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission, will satisfy this subclause (B), and (ii) the Company agrees to allow the Liquidity Provider to discuss inspect the Company's books and records regarding the transactions contemplated hereby or by the other Operative Agreements Documents or Support Documents, and to discuss such transactions with officers and employees of Americanthe Company; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Documents or the Support Documents as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates Securities under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Indenture shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates Securities by the Underwriters Initial Purchaser under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Guarantee Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (x) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider provided that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, such information will be considered provided if it is made available on the XXXXX database of the Securities and Exchange Commission;
(which American may provide in an electronic format by electronic mail or making such available over viii) Legal opinions from (a) Morris, James, LLP, special counsel to the internet) Borrower and (yb) American agrees Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel to allow United, each in form and substance reasonably satisfactory to the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanProvider; and
(viiiix) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, waived and all conditions precedent to the purchase of the Class A Certificates, the Class B Certificates and the Class C Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanFedEx;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx internal counsel of FedEx and of Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to AmericanFedEx, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from AmericanFedEx, pursuant to which (x) American FedEx agrees to provide copies of either (A) a consolidated balance sheet of FedEx and its consolidated subsidiaries prepared by it as of each of the first three quarterly financial periods in each fiscal year, together with the related consolidated statements of income for such period or (B) a report of FedEx Corporation on Form 10-Q in respect of such period in the form filed with the Securities and audited annual financial Exchange Commission and either (A) a consolidated balance sheet of FedEx and its consolidated subsidiaries as of the close of each fiscal year, together with the related consolidated statements to of income for such fiscal year, certified by independent public accountants, or (B) a report of FedEx Corporation on Form 10-K in respect of such year in the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over form filed with the internet) Securities and Exchange Commission and (y) American FedEx agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers of FedEx; provided that such discussions shall not take place more frequently than once per year unless a Liquidity Event of Default has occurred and employees of Americanis continuing and there is a Performing Note Deficiency; and
(viii) Such other documentation as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order requested to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A AA Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American FedEx shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date date hereof each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date date hereof (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, instrument and certificate and opinion delivered on or before the Closing Date date hereof pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Agreements;
(viivi) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viiivii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date date hereof in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received (i) the Acknowledgment and Agreement duly executed on behalf of each of the parties thereto and (ii) a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(viivi) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the such transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The filings referred to in Sections 3.01(d) and 3.01(f) of the Participation Agreements shall have been filed (or shall be in the process of being filed).
(d) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(de) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(ef) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum, and specimen copies of the Class A C Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Placement Agents, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAtlas, pursuant to which (xi) American Atlas agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Atlas is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Atlas agrees to allow the Liquidity Provider to inspect Atlas's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanAtlas; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date no Date: No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Placement Agents under the Underwriting Placement Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)Placement Agents) .
(e) The Borrower and American shall have received a on or before the Closing Date each of the following:
(i) The Guarantee Agreement, substantially in the form of Exhibit I hereto, duly executed on behalf of each of the parties thereto;
(ii) A certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Hawaiian;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanHawaiian Holdings, pursuant to which (xi) American Hawaiian Holdings agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Hawaiian Holdings, a consolidated balance sheet of Hawaiian Holdings as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Hawaiian Holdings is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Hawaiian Holdings’ report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Hawaiian Holdings that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Hawaiian Holdings, a consolidated balance sheet of Hawaiian Holdings as of the end of such fiscal year and related statements of income and cash flows of Hawaiian Holdings for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Hawaiian Holdings’ independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Hawaiian Holdings is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Hawaiian Holdings’ report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Hawaiian Holdings that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Hawaiian Holdings agrees to allow the Liquidity Provider to inspect Hawaiian Holdings’ books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanHawaiian Holdings;
(viii) Legal opinions from (a) Mxxxxx Xxxxx LLP, special counsel to the Borrower, (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to Hawaiian, and (c) Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx PC, special counsel to Hawaiian, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(viivi) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the such transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The filings referred to in Sections 3.01(d) and 3.01(f) of the Participation Agreements shall have been filed (or shall be in the process of being filed).
(d) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(de) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.purchase
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Initial Purchasers, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as are necessary or in order to establish, perfect, protect and preserve the right, title and interest of the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAmerica West, pursuant to which (x) American America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American obligations may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated be satisfied by the Operative Agreements with officers furnishing of America West's Form 10Q and employees 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of Americanthe Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto; andand 22 18
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (America West Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (together with, in the case of each such opinion, either addressed to other than the Liquidity Provider or accompanied by opinion of counsel \ 24 for the Initial Purchasers, a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date no Date: No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waivedsatisfied, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waivedsatisfied, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A G Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class G Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Initial Purchasers, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An given or taken any notice or other similar action as are necessary or in order to establish, perfect, protect and preserve the right, title and interest of the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanAmerica West, pursuant to which (x) American America West agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American obligations may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated be satisfied by the Operative Agreements with officers furnishing of America West's Form 10Q and employees 10K), in each case, only to the extent that America West is obligated to provide such information pursuant to Section 8.2.1 of Americanthe Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Initial Purchasers under the Underwriting Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the UnderwritersInitial Purchasers).
(e) The Borrower and American shall have received (i) the Guarantee Agreement, substantially in the form of Exhibit I hereto, duly executed on behalf of each of the parties thereto and (ii) a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (America West Airlines Inc)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and following (in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii) below), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement)) which are in full force and effect in accordance with their respective terms;
(iv) A copy of the Prospectus Supplement Offering Memorandum, with copies of the Appraisals attached thereto, and specimen copies of the Class A C Certificates;
(v) An executed copy of each opinion (other Evidence that, on the Effective Date, the Class A Certificates, the Class B Certificates, the Class C Certificates and the Class D Certificates will receive long-term credit ratings from Moodx'x xx not lower than the negative assurance letter of Xxxxxx & Xxxxxxx LLPAA, special counsel to AmericanA, BBB- and BB, respectively, and the opinion from Standard & Poor's of not lower than A1, A3, Baa2 and the negative assurance letter of MilbankBa2, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)respectively;
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (together with, in the case of each such opinion, either addressed to other than the Liquidity Provider or accompanied by opinion of counsel for the Initial Purchasers, a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(viii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making Provider, and such available over the internet) and (y) American agrees to allow other information as the Liquidity Provider shall reasonably request with respect to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date Agreements, in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.each case,
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Class B Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Class B Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class B Certificates, other than the opinion of counsel for the Class B Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Class B Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class B Certificates under the Class B Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the each other Liquidity Facilities, if any, Facility in respect of the Class B Certificates shall have been concurrently satisfied or waived, waived and all conditions precedent to the purchase of the Class A B Certificates by the Class B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanDelta;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx & Xxxxxxx the Vice President — Deputy General Counsel of Delta and of Xxxxxxxxxx Xxxxxxxx LLP, special counsel to American, Delta and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx Shearman & XxXxxx Sterling LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesDelta.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delta Air Lines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A AA Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A AA Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Continental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to Continental, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Class B Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Class B Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class B Certificates, other than the opinion of counsel for the Class B Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Class B Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx LLP, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class B Certificates under the Class B Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the B Underwriters under the Class B Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanJetBlue;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx Debevoise & Xxxxxxx Xxxxxxxx LLP, special counsel to AmericanJetBlue, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx Milbank LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Class A Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from AmericanJetBlue, pursuant to which (x) American JetBlue agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American JetBlue may provide in an electronic format by electronic mail or making such available over the internet) and (y) American JetBlue agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanJetBlue; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Class A Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Class A Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American JetBlue shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity ProviderEffective Date has occurred.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iiiiv), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A fully executed copy of the Prospectus Supplement Fee Letter;
(v) A copy of the Offering Memorandum and specimen copies of the Class A C Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the such transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Placement Agents under the Underwriting Placement Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Placement Agreement shall have been waived by the UnderwritersPlacement Agents).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the UnderwritersClass B Initial Purchaser) delivered on the Closing Date pursuant to the Underwriting Class B Certificate Purchase Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Class B Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A B Certificates by the Underwriters Class B Initial Purchaser under the Underwriting Class B Certificate Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Class B Certificate Purchase Agreement shall have been waived by the UnderwritersClass B Initial Purchaser).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”"EFFECTIVE DATE") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before prior to the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (which American may provide in an electronic format by electronic mail related to Leased Aircraft) or making such available over the internetcorresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (yii) American Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental; and
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and Continental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class B Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanContinental, pursuant to which (xi) American Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanContinental;
(viii) Legal opinions from (a) Rxxxxxxx, Xxxxxx & Finger, P.A., special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to Continental, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class A Certificates, other than the opinion of counsel for the Class A Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial Revolving Credit Agreement – UAL 2023-1 27 statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx XXX, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class A Certificates under the Class A Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Agreement shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Class A Underwriters under the Class A Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American United shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to 24 20 paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider)thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement Offering Memorandum and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Placement Agents, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each documentEvidence that there shall have been made and shall be in full force and effect, instrumentall filings, certificate recordings and/or registrations, and opinion delivered on there shall have been given or before the Closing Date pursuant taken any notice or other similar action as may be reasonably necessary or, to the Class A Trust Agreementextent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Intercreditor Agreement Trustees, the Borrower and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated created by the Operative Agreements with officers executed and employees of American; anddelivered on or prior to the Closing Date;
(viii) Such documentation other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statement shall be true on and as of the Effective Date no Date: No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Placement Agents under the Underwriting Placement Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)Placement Agents) .
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iiiiv), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A fully executed copy of the Prospectus Supplement Fee Letter;
(v) A copy of the Offering Memorandum and specimen copies of the Class A A-1 Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A A-1 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the such transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policies.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters Placement Agents under the Underwriting Placement Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Placement Agreement shall have been waived by the UnderwritersPlacement Agents).
(e) The Borrower and American shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, each dated such date, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A A-1 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Class A-1 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each documentEvidence that there shall have been made and shall be in full force and effect, instrumentall filings, certificate recordings and/or registrations, and opinion delivered on there shall have been given or before the Closing Date pursuant taken any notice or other similar action as may be reasonably necessary or, to the Class A Trust Agreementextent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Intercreditor Agreement Trustee and the Liquidity Provider created by the Operative Agreements; and
(vii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statements shall be true on and as of the Effective Date: (i) the representations and warranties in each of the Participation Agreements are true and correct on and as of the Effective Date as though made on and as of the Effective Date; (ii) no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default; and (iii) the statements of financial position of Southwest as at December 21, 2000 and September 30, 2001 and the related statements of earnings and cash flow of Southwest for the year and nine months then ended, fairly present the financial condition of Southwest as at such dates and the results of operations and cash flow of Southwest for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied (except as may be stated in the notes thereto), and subject in the case of the September 30, 2001 statements, to normal year end and audit adjustments, and since September 30, 2001, there has been no material adverse change in such condition or operations, except for such matters timely disclosed in press releases issued by Southwest or in public filings, effective as of the date hereof, with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, by Southwest.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived: Revolving Credit Agreement - UAL 2024-1A
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class A Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class A Certificates, other than the opinion of counsel for the Class AA/A Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal Revolving Credit Agreement - UAL 2024-1A year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Xxxxxx Xxxxx XXX, special counsel to the Borrower, and (b) Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class AA Certificates and the Class A Certificates under the applicable Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility in respect of the Class AA Certificates shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Class AA/A Underwriters under the Class AA/A Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American United shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, following and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement Agreement, Tax Letter and Fee Letter duly executed on behalf of each of the parties thereto (other than the Primary Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Intercreditor Agreement, Tax Letter and the Intercreditor AgreementFee Letter);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A C Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLPopinion, special counsel to Americandocument, instrument and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) certificate delivered on or before the Closing Date pursuant to the Underwriting Class C Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the other Operative Agreements entered into on or prior to the date hereof (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Primary Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustee and the Primary Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanJetBlue, pursuant to which (x) American JetBlue agrees to provide copies of quarterly financial statements and audited annual financial statements to the Primary Liquidity Provider provided that so long as JetBlue is subject to the reporting requirements of the Securities Exchange Act of 1934, JetBlue will not be required to provide such information; provided, further, that the information required to be provided hereby will be considered provided if it is made available on the XXXXX database of the Securities and Exchange Commission;
(which American may provide in an electronic format by electronic mail or making such available over viii) Legal opinions from (a) Morris, James, Hitchens & Xxxxxxxx LLP, special counsel to the internet) Borrower and (yb) American agrees Vedder, Price, Xxxxxxx & Kammholz, P.C., special counsel to allow JetBlue, each in form and substance reasonably satisfactory to the Primary Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of AmericanProvider; and
(viiiix) Such documentation other documents, instruments, opinions and approvals as the Primary Liquidity Provider may shall have reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesrequested.
(b) On The following statements shall be true on and as of the Effective Date:
(i) The representations and warranties in the Note Purchase Agreement and each of the Participation Agreements entered into on or prior to the date hereof are true and correct on and as of the Effective Date no as though made on and as of the Effective Date;
(ii) No event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default; and
(iii) There has been no material adverse change in the financial condition or results of operations of JetBlue and its subsidiaries taken as a whole since December 31, 2003.
(c) The Primary Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Primary Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Primary Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the Revolving Credit Agreement - UAL 2024-1AA following conditions precedent have been satisfied (or waived by the appropriate party or parties):waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in and the case Fee Letter applicable to this Agreement duly executed on behalf of the Fee Letter, AmericanBorrower and United;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A AA Certificates;
(v) An executed copy of each document, instrument, certificate and opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on or before the Closing Date pursuant to the Underwriting Class AA Trust Agreement, the Note Purchase Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinionopinion delivered in connection with the issuance and sale of the Class AA Certificates, other than the opinion of counsel for the Class AA/A Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider)Date;
(vii) An agreement from AmericanUnited, pursuant to which (xi) American United agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of United, a consolidated balance sheet of United as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which American such report may provide in an electronic format by electronic mail or making be accessed and confirming that the report accessible at such available over Revolving Credit Agreement - UAL 2024-1AA website address conforms to the internet) original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (yB) American within 120 days after the end of each fiscal year of United, a consolidated balance sheet of United as of the end of such fiscal year and related statements of income and cash flows of United for such fiscal year, in comparative form with the preceding fiscal year, prepared in accordance with GAAP, together with a report of United’s independent certified public accountants with respect to their audit of such financial statements; provided, that so long as United is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of United’s report on Form 10-K for such fiscal year (excluding exhibits) or a written notice of United that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) United agrees to allow the Liquidity Provider to inspect United’s books and records regarding such transactions, and to discuss the such transactions contemplated by the Operative Agreements with officers and employees of AmericanUnited;
(viii) Legal opinions from (a) Mxxxxx Xxxxx XXX, special counsel to the Borrower, and (b) Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to United, each in form and substance reasonably satisfactory to the Liquidity Provider; and
(viiiix) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested, including, without limitation, such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order require to satisfy its “know your customer” policies.
(b) On The following statement shall be true on and as of the Effective Date Date: no event shall have has occurred and be is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee LetterDate.
(d) All conditions precedent to the issuance of the Class AA Certificates and the Class A Certificates under the applicable Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facility in respect of the Class A Certificates shall have been concurrently satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates and the Class A Certificates by the Class AA/A Underwriters under the Class AA/A Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters)or waived.
(e) The Borrower and American United shall have received a certificate, dated the Effective Date date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this to the effectiveness of Section 4.01 2.01 have been satisfied or waived by the Liquidity Providerwaived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanDelta;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A B Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter letters of Xxxxxx internal counsel of Delta and of Xxxxxxxxxx Xxxxxxxx & Xxxxxxx Xxxxxxxx LLP, special counsel to American, Delta and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx White & XxXxxx Case LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(vii) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesDelta.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class AA Certificates, the Class A Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).
(e) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delta Air Lines Inc /De/)
Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, AmericanBorrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class A G-1 Certificates;
(v) An executed copy of each opinion (other than the negative assurance letter of Xxxxxx & Xxxxxxx LLP, special counsel to American, and the opinion and the negative assurance letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A G-1 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);; and
(viivi) An agreement from AmericanDelta, pursuant to which (x) American Delta agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider (which American Delta may provide in an electronic format by electronic mail or making such available over the internet) and (y) American Delta agrees to allow the Liquidity Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and
(viii) Such documentation as the Liquidity Provider may reasonably request five (5) or more Business Days prior to the Closing Date in order to satisfy its “know your customer” policiesDelta.
(b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The filings referred to in Sections 3.01(d) and 3.01(f) of the Participation Agreements shall have been filed (or shall be in the process of being filed).
(d) The Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.
(de) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities, if any, Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters), and all conditions precedent to the purchase of the Class D Certificates by the Initial Class D Holder shall have been satisfied.
(ef) The Borrower and American Delta shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delta Air Lines Inc /De/)
