Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01): (a) Each of the Borrowers, the Lenders and the Agent shall have delivered an executed counterpart to this Agreement. (b) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date. (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and (ii) No event has occurred and is continuing that constitutes a Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent: (i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date). (ii) Certified copies of the resolutions of the Board of Directors or other similar governing body of each Loan Party approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable. (iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent and as to such other matters as any Lender through the Agent may reasonably request. (e) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
Appears in 2 contracts
Samples: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2016, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01)::
(a) Each of the Borrowers, the Lenders and the Designated Agent (or its counsel) shall have delivered an executed 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 Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance as of the Effective Date).
: (iii) Certified certified copies of the resolutions of the Board of Directors of the Borrower or other similar governing body the Executive Committee of each Loan Party approving such Board authorizing the execution and delivery of this Agreement and the Notes, and of all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
related thereto; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable of the Borrower certifying the name and true signature of the officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign Borrower executing this Agreement on its behalf; and the Notes and the other documents to be delivered hereunder.
(iviii) A favorable an opinion or opinions of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company Borrower (which may be in-house counsel, external counsel or a combination of the two), to substantially the effect set forth in Exhibit C hereto;
(c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(Bd) Heussenthere shall have occurred no material adverse change in the business, local counsel for financial condition or results of operations of the Dutch Loan PartiesBorrower and its Subsidiaries, each taken as a whole, since October 2, 2010, except as disclosed in a form reasonably satisfactory reports filed by the Borrower and its Subsidiaries, if any, during the period from October 2, 2010, to the Agent and date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to such other matters as any Lender through the Agent may reasonably request.Lenders prior to the date hereof;
(e) Each all of the Lenders representations and warranties contained in Section 5.01 shall have received, at least three Business Days be correct in advance all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all documentation material respects on and other informationas of such earlier date);
(f) no event shall have occurred and be continuing, as has been reasonably requested in writing at least ten Business Days prior to or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and
(g) all advances, interest, fees and anti-money laundering rules and regulations, including as required by other amounts accrued for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” accounts of or owed to the lenders under the Beneficial Ownership RegulationExisting Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be paid in full and the commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2014, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board of Directors or other similar governing body of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto.
(vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2018, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto.
(vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2015, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2019, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto.
(vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Agreement.
(g) The Company shall have repaid or prepaid all of the accrued obligations under, and terminated in full the commitments of the lenders under the 364-Day Credit Agreement dated as of April 26, 2019 among the Company, the lenders party thereto and Citibank, as administrative agent. Each of the Lenders shall have received, at least three Business Days that is a party to said Credit Agreement hereby waives any requirement that notice of such prepayment or termination of commitments be made in advance of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):8.01:
(a) Each of the Borrowers, the Lenders and the Designated Agent (or its counsel) shall have delivered an executed 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 Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance as of the Effective Date).
: (iii) Certified certified copies of the organizational documents of each Loan Party and the resolutions of the Board of Directors or other similar governing body of each Loan Party approving or the Executive Committee of each such Board of Directors, authorizing the execution and delivery of this Agreement and the Notes, and of all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
related hereto; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party Party, certifying the names name and true signatures signature of the officers officer of such Loan Party authorized to sign executing this Agreement on its behalf; (iii) a certificate of a Responsible Officer of the Borrower, certifying as to the satisfaction of the conditions set forth in Sections 3.01(d), 3.01(e) and the Notes 3.01(f); and the other documents to be delivered hereunder.
(iv) A favorable opinion opinions of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for each Loan Party (which may be in-house counsel, external counsel or a combination of the Company and (B) Heussentwo), local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory substantially to the Agent effect set forth in Exhibit C hereto;
(c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of any Loan Party, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(d) there shall have occurred no material adverse change in the business, financial condition or results of operations of the Consolidated Group, taken as a whole, since September 29, 2018, except as disclosed in reports filed by the Consolidated Group, if any, during the period from September 29, 2018, to such other matters the date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as any Lender through amended, copies of which have been furnished to the Agent may reasonably request.Lenders prior to the date hereof (including by posting on the website of the SEC at xxxx://xxx.xxx.xxx);
(e) Each all of the Lenders representations and warranties contained in Section 4.01 shall have received, at least three Business Days be correct in advance all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all documentation material respects on and other informationas of such earlier date);
(f) no event shall have occurred and be continuing, as has been reasonably requested in writing at least ten Business Days prior to or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” that constitutes an Event of Default or that with the giving of notice or passage of time or both would constitute an Event of Default; and
(g) all advances, interest, fees and anti-money laundering rules and regulations, including as required by other amounts accrued for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” accounts of or owed to the lenders under the Beneficial Ownership RegulationExisting Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be paid in full and the commitments of the lenders under the Existing Credit Agreement shall have been or shall simultaneously be terminated.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):8.01:
(a) Each of the Borrowers, the Lenders and the Designated Agent (or its counsel) shall have delivered an executed 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 Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance as of the Effective Date).
: (iii) Certified certified copies of the resolutions of the Board of Directors of the Borrower or other similar governing body the Executive Committee of each Loan Party approving such Board authorizing the execution and delivery of this Agreement and the Notes, and of all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
related thereto; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable of the Borrower certifying the name and true signature of the officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign Borrower executing this Agreement on its behalf; and the Notes and the other documents to be delivered hereunder.
(iviii) A favorable an opinion or opinions of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company Borrower (which may be in-house counsel, external counsel or a combination of the two), to substantially the effect set forth in Exhibit C hereto;
(c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(Bd) Heussenthere shall have occurred no material adverse change in the business, local counsel for financial condition or results of operations of the Dutch Loan PartiesBorrower and its Subsidiaries, each taken as a whole, since October 3, 2009, except as disclosed in a form reasonably satisfactory reports filed by the Borrower and its Subsidiaries, if any, during the period from October 3, 2009, to the Agent and date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to such other matters as any Lender through the Agent may reasonably request.Lenders prior to the date hereof;
(e) Each of the Lenders Borrower shall have received, notified the Designated Agent in writing as to the proposed Effective Date at least three Business Days prior to the occurrence thereof;
(f) all of the representations and warranties contained in advance Section 4.01 shall be correct in all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all documentation material respects on and other informationas of such earlier date);
(g) no event shall have occurred and be continuing, as has been reasonably requested in writing at least ten Business Days prior to or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and
(h) all advances, interest, fees and anti-money laundering rules and regulations, including as required by other amounts accrued for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” accounts of or owed to the lenders under the Beneficial Ownership RegulationExisting Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be paid in full and the commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2016, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto.
(vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):8.01:
(a) Each of the Borrowers, the Lenders and the Designated Agent (or its counsel) shall have delivered an executed 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 Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance as of the Effective Date).
: (iii) Certified certified copies of the resolutions of the Board of Directors of the Borrower or other similar governing body the Executive Committee of each Loan Party approving such Board authorizing the execution and delivery of this Agreement and the Notes, and of all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
related hereto; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable of the Borrower certifying the name and true signature of the officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign Borrower executing this Agreement on its behalf; and the Notes and the other documents to be delivered hereunder.
(iviii) A favorable an opinion or opinions of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and Borrower (B) Heussenwhich may be in-house counsel, local external counsel for or a combination of the Dutch Loan Partiestwo), each in a form reasonably satisfactory substantially to the Agent effect set forth in Exhibit C hereto;
(c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(d) there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, since October 3, 2015, except as disclosed in reports filed by the Borrower and its Subsidiaries, if any, during the period from October 3, 2015, to such other matters the date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as any Lender through amended, copies of which have been furnished to the Agent may reasonably request.Lenders prior to the date hereof (including by posting on the website of the SEC at xxxx://xxx.xxx.xxx);
(e) Each all of the Lenders representations and warranties contained in Section 4.01 shall have received, at least three Business Days be correct in advance all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all documentation material respects on and other informationas of such earlier date);
(f) no event shall have occurred and be continuing, as has been reasonably requested in writing at least ten Business Days prior to or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and
(g) all advances, interest, fees and anti-money laundering rules and regulations, including as required by other amounts accrued for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” accounts of or owed to the lenders under the Beneficial Ownership RegulationExisting Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be paid in full and the commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2021, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Agreement.
(g) The Company shall have repaid or prepaid all of the accrued obligations under, and terminated in full the commitments of the lenders under the 364-Day Credit Agreement dated as of March 31, 2021 among the Company, the lenders party thereto and Bank of America, as administrative agent. Each of the Lenders shall have received, at least three Business Days that is a party to said Credit Agreement hereby waives any requirement that notice of such prepayment or termination of commitments be made in advance of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01)::
(a) Each of the Borrowers, the Lenders and the Designated Agent (or its counsel) shall have delivered an executed 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 Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance as of the Effective Date).
: (iii) Certified certified copies of the resolutions of the Board of Directors of the Borrower or other similar governing body the Executive Committee of each Loan Party approving such Board authorizing the execution and delivery of this Agreement and the Notes, and of all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
related hereto; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable of the Borrower certifying the name and true signature of the officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign Borrower executing this Agreement on its behalf; and the Notes and the other documents to be delivered hereunder.
(iviii) A favorable an opinion or opinions of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and Borrower (B) Heussenwhich may be in-house counsel, local external counsel for or a combination of the Dutch Loan Partiestwo), each in a form reasonably satisfactory substantially to the Agent effect set forth in Exhibit C hereto;
(c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(d) there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, since September 28, 2013, except as disclosed in reports filed by the Borrower and its Subsidiaries, if any, during the period from September 28, 2013, to such other matters the date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as any Lender through amended, copies of which have been furnished to the Agent may reasonably request.Lenders prior to the date hereof;
(e) Each all of the Lenders representations and warranties contained in Section 5.01 shall have received, at least three Business Days be correct in advance all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all documentation material respects on and other informationas of such earlier date);
(f) no event shall have occurred and be continuing, as has been reasonably requested in writing at least ten Business Days prior to or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and
(g) all advances, interest, fees and anti-money laundering rules and regulations, including as required by other amounts accrued for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” accounts of or owed to the lenders under the Beneficial Ownership RegulationExisting Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be paid in full and the commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2015, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto.
(vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):8.01:
(a) Each of the Borrowers, the Lenders and the Designated Agent (or its counsel) shall have delivered an executed 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 Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Designated Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance as of the Effective Date).
: (iii) Certified certified copies of the resolutions of the Board of Directors of the Borrower or other similar governing body the Executive Committee of each Loan Party approving such Board authorizing the execution and delivery of this Agreement and the Notes, and of all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
related hereto; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable of the Borrower certifying the name and true signature of the officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign Borrower executing this Agreement on its behalf; and the Notes and the other documents to be delivered hereunder.
(iviii) A favorable an opinion or opinions of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and Borrower (B) Heussenwhich may be in-house counsel, local external counsel for or a combination of the Dutch Loan Partiestwo), each in a form reasonably satisfactory substantially to the Agent effect set forth in Exhibit C hereto;
(c) any consents or approvals of governmental or regulatory authorities, and any consents or approvals of third parties required under material agreements of the Borrower, that in either case are necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(d) there shall have occurred no material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, since October 1, 2011, except as disclosed in reports filed by the Borrower and its Subsidiaries, if any, during the period from October 1, 2011, to such other matters the date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as any Lender through amended, copies of which have been furnished to the Agent may reasonably request.Lenders prior to the date hereof;
(e) Each all of the Lenders representations and warranties contained in Section 4.01 shall have received, at least three Business Days be correct in advance all material respects on and as of the Effective Date, before and after giving effect to such date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been correct in all documentation material respects on and other informationas of such earlier date);
(f) no event shall have occurred and be continuing, as has been reasonably requested in writing at least ten Business Days prior to or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” that constitutes an Event of Default or event that with the giving of notice or passage of time or both would constitute an Event of Default; and
(g) all advances, interest, fees and anti-money laundering rules and regulations, including as required by other amounts accrued for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” accounts of or owed to the lenders under the Beneficial Ownership RegulationExisting Credit Agreement (whether or not due at the time) shall have been or shall simultaneously be paid in full and the commitments of the lenders under such agreement shall have been or shall simultaneously be terminated.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2023, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationXxxxxx has executed this Agreement.
Appears in 1 contract
Samples: Fixed Rate Term Loan Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2022, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationXxxxxx has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):satisfied:
(a) Each of Except as disclosed in filings with the BorrowersSecurities and Exchange Commission prior to the date hereof, the Lenders and the Agent there shall have delivered an executed counterpart to this Agreementoccurred no Material Adverse Change since December 31, 2016.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.
(c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(d) The Company Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(e) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days on or prior to the Effective Date.
(cf) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.. NYDOCS02/1129553.6
(dg) The Agent shall have received on or before the Effective Date the following, each dated such daythe Effective Date, in form and substance reasonably satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes of the Borrower to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.15.
(ii) Certified copies excerpts of the resolutions of the Board of Directors or other similar governing body of each Loan Party the Borrower approving this Agreement and the NotesNotes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Borrower certifying the names and true signatures of the officers of such Loan Party the Borrower authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, the associate general counsel for the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent and as to such other matters as any Lender through the Agent may reasonably request.
(e) Each of the Lenders shall have receivedBorrower, at least three Business Days substantially in advance the form of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationExhibit D hereto.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2017, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Each A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto.
(vi) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders shall have receivedor, at least three Business Days in advance as to any of the Effective DateLenders, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior advice satisfactory to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if Administrative Agent that such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership RegulationLender has executed this Agreement.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):satisfied:
(a) Each of Except as disclosed in filings with the BorrowersSecurities and Exchange Commission prior to the Effective Date, the Lenders and the Agent there shall have delivered an executed counterpart to this Agreementoccurred no Material Adverse Change since December 31, 2005.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or overtly threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management of the Borrower and its Subsidiaries as they shall have requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Company Borrower shall have notified the Agent in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date).
(cg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(dh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender:
(i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.15.
(ii) Certified copies of the resolutions of the Board of Directors or other similar governing body of each Loan Party the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.. NYDOCS02/767329
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Borrower certifying the names and true signatures of the officers of such Loan Party the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe general counsel of the Borrower, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request.
(ev) Each A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.
(i) The commitments under the Three Year Credit Agreement (the "Existing Credit Agreement" dated as of October 18, 2004 among the Borrower (formerly known as SBC Communications Inc.), the lenders party thereto and Citibank, N.A., as administrative agent, shall have been or shall simultaneously be terminated and all debt, interest, fees and other amounts outstanding under the Existing Credit Agreement shall have been or shall simultaneously be prepaid in full, and each of the Lenders shall have receivedthat is a party to the Existing Credit Agreement hereby waives, at least three Business Days in advance upon the execution of this Agreement, any requirement of prior notice relating to the termination of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulationcommitments thereunder.
Appears in 1 contract
Samples: Credit Agreement (At&t Inc.)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01)::
(a) Each of the Borrowers, the Lenders and the Agent shall have delivered an executed counterpart to this Agreement.
(b) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dayas of the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent:
: (i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date).
(ii) Certified certified copies of the resolutions of the Board of Directors of the Borrower or other similar governing body the Executive Committee of each Loan Party approving such Board authorizing the execution and delivery of this Agreement and the NotesAgreement, and of approving all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
Agreement; (iiiii) A a certificate of the Secretary or an Assistant Secretary or comparable of the Borrower certifying the name and true signature of the officer of each Loan Party certifying the names Borrower executing this Agreement on its behalf; and true signatures (iii) an opinion of Dxxxx X. Xxxxxxxx, Esq., Senior Vice President, Deputy General Counsel — Corporate of the officers Borrower, in substantially the form of such Loan Party authorized to sign Exhibit C hereto;
(b) all consents and approvals of any governmental or regulatory authority and any other third party necessary in connection with this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall remain in effect;
(c) there shall have occurred no material adverse change in the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, since October 1, 2005, except as disclosed in reports filed by the Borrower and its Subsidiaries, if any, during the period from October 1, 2005 to the date of this Agreement pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Initial Lenders prior to the date of this Agreement;
(d) the Borrower shall have notified each Lender and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each Administrative Agent in a form reasonably satisfactory writing as to the Agent and as to such other matters as any Lender through the Agent may reasonably request.
(e) Each of the Lenders shall have received, proposed Effective Date at least three Business Days prior to the occurrence thereof;
(e) all of the representations and warranties contained in advance Section 5.01 shall be correct in all material respects on and as of the Effective Date, all documentation before and other informationafter giving effect to such date, as has though made on and as of the Effective Date (except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been reasonably requested correct in writing at least ten Business Days prior to all material respects on and as of such earlier date);
(f) no event shall have occurred and be continuing, or shall result from the occurrence of the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by that constitutes an Event of Default or would constitute an Event of Default but for the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” requirement that notice be given or time elapse or both; and
(g) all fees owing under the Beneficial Ownership RegulationExisting Credit Agreement shall have been paid in full.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2022, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement.
(g) The Company shall have repaid or prepaid all of the accrued obligations under, and terminated in full the commitments of the lenders under the 364-Day Credit Agreement dated as of March 24, 2022 among the Company, the lenders party thereto and Bank of America, as administrative agent. Each of the Lenders shall have received, at least three Business Days that is a party to said Credit Agreement hereby waives any requirement that notice of such prepayment or termination of commitments be made in advance of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. SECTION 3.02. [Reserved].
Appears in 1 contract
Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement Section 2.01 of the Existing Credit Agreement pursuant to 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart to this Agreementoccurred no Material Adverse Change since December 31, 2009.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.
(c) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that any information provided to the Lenders prior to such date was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Subsidiaries as they shall have requested.
(d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(e) The Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date.
(f) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date).
(cg) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(dh) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date).
(ii) Certified copies of the resolutions of the Board of Directors or other similar governing body of each Loan Party approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent and as to such other matters as any Lender through (except for the Agent may reasonably request.
(eNotes) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.sufficient copies for each Lender:
Appears in 1 contract
Conditions Precedent to Effectiveness of Section 2.01. The amendment and restatement obligation of the Existing Credit Agreement pursuant Lenders to this Agreement make Advances in accordance with Section 2.01 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 in accordance with Section 9.01):satisfied:
(a) Each of the Borrowers, the Lenders and the Agent There shall have delivered an executed counterpart occurred no Material Adverse Change since December 31, 2022, except as otherwise publicly disclosed prior to this Agreementthe date hereof.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or to the knowledge of the Company Threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect, except as disclosed in public filings prior to the date hereof or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note of the Company or the consummation of the transactions contemplated hereby, and there shall have been no material adverse change in the status, or financial effect on the Company or any of its Material Subsidiaries, of the matters disclosed in public filings prior to the date hereof.
(c) The Company shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses in respect of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Date.
(cd) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects)Date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(de) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:
(i) The Notes of the Company to the Lenders to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date)2.17.
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of each Loan Party the Company approving this Agreement and the any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes, as applicable.
(iii) A certificate of the Secretary or an Assistant Secretary or comparable officer of each Loan Party the Company certifying the names and true signatures of the officers of such Loan Party the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered hereunder.
(iv) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLPthe General Counsel or an Assistant General Counsel of the Company, counsel for substantially in the Company and (B) Heussen, local counsel for the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(ev) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
(f) The Administrative Agent shall have received counterparts of this Agreement executed by the Company and each of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Xxxxxx has executed this Agreement.
(g) The Company shall have repaid or prepaid all of the accrued obligations under, and terminated in full the commitments of the lenders under the 364-Day Credit Agreement dated as of March 20, 2023 among the Company, the lenders party thereto and Bank of America, as administrative agent. Each of the Lenders shall have received, at least three Business Days that is a party to said Credit Agreement hereby waives any requirement that notice of such prepayment or termination of commitments be made in advance of the Effective Date, all documentation and other information, as has been reasonably requested in writing at least ten Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. SECTION 3.02. [Reserved].
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Samples: 364 Day Credit Agreement (Honeywell International Inc)
Conditions Precedent to Effectiveness of Section 2.01. The amendment Borrower may request Advances and restatement of the Existing Credit Agreement pursuant to this Agreement Lender shall become effective on fund such Advances from and as of after the first date (the “Effective Initial Funding Date”) on which all of the following conditions precedent shall have been satisfied (or waived in accordance with Section 9.01):a signed writing by both Parties:
(a) Each There shall exist no default or event of default, or any circumstance which, with the passage of time would give rise to default or event of default under material contracts of the Borrowers, the Lenders and the Agent shall have delivered an executed counterpart to this Agreement.Borrower;
(b) The Company Lender shall have paid received the following, in form and substance satisfactory to the Lender:
(1) All governmental and third party consents, approvals, authorizations and licenses necessary in connection with any Loan Document or the transactions contemplated thereby, if any, shall have been obtained, shall be in full force and effect; all accrued fees applicable waiting periods shall have expired without any action being taken by any competent authority; and expenses no law or regulation shall be applicable in the judgment of the Agent and Lender that restrains, prevents or imposes materially adverse conditions on the Lenders (including Borrower, any Loan Document or the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement, in the case of expenses, to the extent invoiced at least three Business Days prior to the Effective Datetransactions contemplated thereby.
(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that:
(i2) The representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Effective Date (unless qualified by materiality in which case are true and correct in all respects), and
(ii) No event has occurred and is continuing that constitutes a Default.
(d) The Agent Lender shall have received on or before the Effective Initial Funding Date the following, each dated such dayday (unless otherwise specified), in form and substance reasonably satisfactory to the AgentLender (unless otherwise specified) and (except for the Promissory Notes where only one original of each shall be required) in sufficient copies:
(i) Notes to the extent requested by any Lender pursuant to Section 2.16 (to the extent requested at least three Business Days in advance of the Effective Date).
(ii) Certified copies of the resolutions of the Board board of Directors or other similar governing body directors of the Borrower approving the execution and delivery of each Loan Party approving this Agreement Document to which it is or is to be a party, and the Notestransactions contemplated thereby, and of all documents evidencing other necessary corporate action and governmental approvalsand such other third party approvals and consents, if any, with respect to this Agreement such Loan Document;
(ii) Copies of the organizational documents of the Borrower and all amendments thereto certified by a duly authorized officer of the NotesBorrower as being a true, as applicable.correct and complete copy thereof;
(iii) A certificate of a secretary of the Secretary or an Assistant Secretary or comparable officer of each Loan Party Borrower certifying the names and true signatures of the officers of such Loan Party the Borrower authorized to sign this Agreement and the Notes each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder.;
(iv) A certificate of the chief financial officer of the Borrower certifying, as applicable, that the representations and warranties contained in Section 4.01 of this Agreement are true, accurate and correct in all material respects on and as of the Initial Funding Date; and no Default or Event of Default has occurred and/or is continuing;
(v) A certificate of good standing issued by the Secretary of State of the State of Delaware (and any other state in which the Borrower is qualified to do business) attesting as to the good standing of the Borrower; and
(vi) A favorable opinion of (A) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Company and (B) HeussenBorrower, local counsel for substantially the Dutch Loan Parties, each in a form reasonably satisfactory to the Agent of Exhibit F and as to such other matters as any the Lender through the Agent may reasonably request.;
(c) There shall have occurred no Material Adverse Change since September 30, 2010;
(d) The Borrower shall have paid in full all Commitment Fees, other fees, expenses, and other amounts payable in accordance with the agreement of the parties; and
(e) Each All the Loan Documents, other than the Mortgage and the Deposit Account Control Agreement, shall have been executed and delivered to the Lender including the Pledge and Security Agreement for the pledge and granting of the Lenders shall have receivedCollateral, at least three Business Days in advance order, among other things, to create a first priority lien in favor of the Effective DateLender over the Collateral, all documentation subject to Permitted Liens and other information, as has been reasonably requested in writing at least ten Business Days prior subject to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and a Beneficial Ownership Certification if such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulationrelief related to real estate set forth in section 3.02(h) below.
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