Conditions Precedent to Effectiveness of Section. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/), Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section. Section 2.01 of this Agreement shall become effective on and as of the ---- first date (the "EFFECTIVE DATEEffective Date") on which the following conditions precedent -------------- have been satisfied or waivedsatisfied:
(a) The Liquidity Provider There shall have received on occurred no Material Adverse Change since February 2, 2002.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before the Closing Date each of the followingany court, and in the case of each document delivered pursuant to paragraphs governmental agency or arbitrator that (i), ) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) and (iii)purports to affect -------------------- the legality, each in form and substance satisfactory to validity or enforceability of this Agreement or any Note or the Liquidity Provider:
(i) This Agreement duly executed on behalf consummation of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrationstransactions contemplated hereby, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to no adverse change in the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests ofstatus, or for the benefit of, the Trustees, financial effect on the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continentalany of its Subsidiaries, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased AircraftDisclosed Litigation from that described on Schedule 3.01(b) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested.
(b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Defaulthereto.
(c) The Liquidity Provider Nothing shall have received payment in full of all fees and other sums required come to be paid to or for the account attention of the Liquidity Provider on Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or prior 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 Effective Datemanagement, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested.
(d) All conditions precedent to governmental and third party consents and approvals necessary in connection with the issuance of the Certificates under the Trust Agreements transactions contemplated hereby shall have been satisfied or waived, all obtained (without the imposition of any conditions precedent that are not acceptable to the effectiveness Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the other Liquidity Facilities shall have been satisfied Lenders that restrains, prevents or waived, and all imposes materially adverse conditions precedent to upon the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters)transactions contemplated hereby.
(e) The Borrower shall have notified each Lender and the Agents in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agents and the Lenders (including the accrued fees and expenses of counsel to the Agents).
(g) On the Effective Date, the following statements shall be true and the Agents shall have received for the account of each Lender a certificate, dated the date hereof, certificate signed by a duly authorized representative officer of the Liquidity ProviderBorrower, certifying dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that all conditions precedent constitutes a Default.
(h) The Agents shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the effectiveness Agents and in sufficient copies for each Lender:
(i) The Guarantee Agreement, duly executed by each Guarantor existing on the Effective Date.
(ii) Certified copies of Section 2.01 have been satisfied the resolutions of the Board of Directors of the Borrower approving this Agreement, certified copies of the resolutions of the Board of Directors of each Guarantor approving the Guarantee Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(iii) A certificate of the Secretary or waivedan Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower or such Guarantor, as applicable, authorized to sign this Agreement, each other Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder.
(iv) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agents may reasonably request.
(v) A favorable opinion of Shearman & Sterling, counsel for the Agents, in form and substance satisfactory to the Agents.
(i) The termination of the commitments of the lenders and the payment in full of all Debt outstanding under (i) the 364-Day Credit Agreement dated as of May 23, 2001 among the Borrower, the lenders parties thereto, Citibank and The Chase Manhattan Bank, as administrative agents, and Bank of America, N.A., Bank One, NA and The Bank of New York, as co-syndication agents, and (ii) the Loan Agreement dated as of March 11, 1998, amended and restated as of December 18, 1998, among Xxxx Xxxxx, Inc., as borrower, the lenders parties thereto, Chase Securities Inc., as lead arranger and book manager, Bankers Trust Company, as administrative agent, The Chase Manhattan Bank, as syndication agent, and NationsBank of Texas, N.A. and Salomon Brothers Holding Co Inc., as co-documentation agents.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Kroger Co), 364 Day Credit Agreement (Kroger Co)
Conditions Precedent to Effectiveness of Section. Section 2.01 of this Agreement shall become effective on and as of the ---- first date (the "EFFECTIVE DATEEffective Date") on which the following conditions precedent -------------- have been satisfied or waivedsatisfied:
(a) The Liquidity Provider There shall have received on occurred no Material Adverse Change since February 2, 2002.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before the Closing Date each of the followingany court, and in the case of each document delivered pursuant to paragraphs governmental agency or arbitrator that (i), ) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "Disclosed Litigation") or (ii) and (iii)-------------------- purports to affect the legality, each in form and substance satisfactory to validity or enforceability of this Agreement or any Note or the Liquidity Provider:
(i) This Agreement duly executed on behalf consummation of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrationstransactions contemplated hereby, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to no adverse change in the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests ofstatus, or for the benefit of, the Trustees, financial effect on the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continentalany of its Subsidiaries, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased AircraftDisclosed Litigation from that described on Schedule 3.01(b) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested.
(b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Defaulthereto.
(c) The Liquidity Provider Nothing shall have received payment in full of all fees and other sums required come to be paid to or for the account attention of the Liquidity Provider on Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or prior 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 Effective Datemanagement, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested.
(d) All conditions precedent to governmental and third party consents and approvals necessary in connection with the issuance of the Certificates under the Trust Agreements transactions contemplated hereby shall have been satisfied or waived, all obtained (without the imposition of any conditions precedent that are not acceptable to the effectiveness Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the other Liquidity Facilities shall have been satisfied Lenders that restrains, prevents or waived, and all imposes materially adverse conditions precedent to upon the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters)transactions contemplated hereby.
(e) The Borrower shall have notified each Lender and the Agents in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agents, the Issuing Banks and the Lenders (including the accrued fees and expenses of counsel to the Agents).
(g) On the Effective Date, the following statements shall be true and the Agents shall have received for the account of each Lender a certificate, dated the date hereof, certificate signed by a duly authorized representative officer of the Liquidity ProviderBorrower, certifying dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that all conditions precedent constitutes a Default.
(h) The Agents shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the effectiveness Agents and in sufficient copies for each Lender:
(i) The Guarantee Agreement, duly executed by each Guarantor existing on the Effective Date.
(ii) Certified copies of Section 2.01 have been satisfied the resolutions of the Board of Directors of the Borrower approving this Agreement, certified copies of the resolutions of the Board of Directors of each Guarantor approving the Guarantee Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(iii) A certificate of the Secretary or waivedan Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower or such Guarantor, as applicable, authorized to sign this Agreement, each other Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder.
(iv) A favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agents may reasonably request.
(v) A favorable opinion of Shearman & Sterling, counsel for the Agents, in form and substance satisfactory to the Agents.
(i) The termination of the commitments of the lenders and the payment in full of all Debt outstanding under (i) the 364-Day Credit Agreement dated as of May 23, 2001 among the Borrower, the lenders parties thereto, Citibank and The Chase Manhattan Bank, as administrative agents, and Bank of America, N.A., Bank One, NA and The Bank of New York, as co-syndication agents, and (ii) the Loan Agreement dated as of March 11, 1998, amended and restated as of December 18, 1998, among Xxxx Xxxxx, Inc., as borrower, the lenders parties thereto, Chase Securities Inc., as lead arranger and book manager, Bankers Trust Company, as administrative agent, The Chase Manhattan Bank, as syndication agent, and NationsBank of Texas, N.A. and Salomon Brothers Holding Co Inc., as co-documentation agents.
Appears in 2 contracts
Samples: Credit Agreement (Kroger Co), Credit Agreement (Kroger Co)
Conditions Precedent to Effectiveness of Section. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waivedsatisfied:
(a) The Liquidity Provider There shall have received on occurred no Material Adverse Change since February 3, 2001.
(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before the Closing Date each of the followingany court, and in the case of each document delivered pursuant to paragraphs governmental agency or arbitrator that (i), ) could be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 3.01(b) hereto (the "DISCLOSED LITIGATION") or (ii) and (iii)purports to affect the legality, each in form and substance satisfactory to validity or enforceability of this Agreement or any Note or the Liquidity Provider:
(i) This Agreement duly executed on behalf consummation of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto;
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrationstransactions contemplated hereby, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to no adverse change in the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests ofstatus, or for the benefit of, the Trustees, financial effect on the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continentalany of its Subsidiaries, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased AircraftDisclosed Litigation from that described on Schedule 3.01(b) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested.
(b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Defaulthereto.
(c) The Liquidity Provider Nothing shall have received payment in full of all fees and other sums required come to be paid to or for the account attention of the Liquidity Provider on Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or prior 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 Effective Datemanagement, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested.
(d) All conditions precedent to governmental and third party consents and approvals necessary in connection with the issuance of the Certificates under the Trust Agreements transactions contemplated hereby shall have been satisfied or waived, all obtained (without the imposition of any conditions precedent that are not acceptable to the effectiveness Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the other Liquidity Facilities shall have been satisfied Lenders that restrains, prevents or waived, and all imposes materially adverse conditions precedent to upon the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters)transactions contemplated hereby.
(e) The Borrower shall have notified each Lender and the Agents in writing as to the proposed Effective Date.
(f) The Borrower shall have paid all accrued fees and expenses of the Agents, the Issuing Banks and the Lenders (including the accrued fees and expenses of counsel to the Agents).
(g) On the Effective Date, the following statements shall be true and the Agents shall have received for the account of each Lender a certificate, dated the date hereof, certificate signed by a duly authorized representative officer of the Liquidity ProviderBorrower, certifying dated the Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and
(ii) No event has occurred and is continuing that all conditions precedent constitutes a Default.
(h) The Agents shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the effectiveness Agents and in sufficient copies for each Lender:
(i) The Guarantee Agreement, duly executed by each Guarantor existing on the Effective Date.
(ii) Certified copies of Section 2.01 have been satisfied the resolutions of the Board of Directors of the Borrower approving this Agreement, certified copies of the resolutions of the Board of Directors of each Guarantor approving the Guarantee Agreement and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents.
(iii) A certificate of the Secretary or waivedan Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of the Borrower or such Guarantor, as applicable, authorized to sign this Agreement, each other Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder.
(iv) A favorable opinion of Paul X. Xxxxxxx, Xxnior Vice President, Secretary and General Counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agents may reasonably request.
(v) A favorable opinion of Shearman & Sterling, counsel for the Agents, in form and substance satisfactory to the Agents.
(i) The termination of the commitments of the lenders and the payment in full of all Debt outstanding under (i) the 364-Day Credit Agreement dated as of May 28, 1997, as amended and restated as of December 18, 1998, among the Borrower, the lenders parties thereto, Chase, as swing line bank, issuing bank and administrative agent, and Citibank, as swing line bank, administrative agent and paying agent, First Chicago Capital Markets, Inc., as syndication agent, and The Bank of New York, as documentation agent, and (ii) the Five-Year Credit Agreement dated as of May 28, 1997, as amended and restated as of December 18, 1998, among the Borrower, the banking institutions parties thereto, Chase, as swing line bank, issuing bank and administrative agent, and Citibank, as swing line bank, administrative agent and paying agent, First Chicago Capital Markets, Inc., as syndication agent, and The Bank of New York, as documentation agent.
Appears in 1 contract
Samples: Credit Agreement (Kroger Co)
Conditions Precedent to Effectiveness of Section. Section 2.01. ----------------------------------------------------- Section
2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATEEffective Date") on which the following conditions precedent have been satisfied or waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, each dated such date, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement duly executed on behalf of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties theretothereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 A-3 Certificates;
(v) An executed copy of each opinion, document, instrument, instrument and certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 A-3 Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement and the other Operative Agreements (together with, in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from [Revolving Credit Agreement] the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower Trustee and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viiivii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested.
(b) The following statement statements shall be true on and as of the Effective Date: no :
(i) The representations and warranties in the Note Purchase Agreement and each of the Participation Agreements are true and correct on and as of the Effective Date as though made on and as of the Effective Date;
(ii) No event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default; and
(iii) The statements of financial position of United as of December 31, 2000 and June 30, 2001 and the related statements of earnings and cash flow of United for the year and six months then ended, fairly present the financial condition of United as at such dates and the results of operations and cash flow of United for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied (except as may be stated in the notes thereto), and subject in the case of the June 30, 2001 statements, to normal year-end audit adjustments, and since June 30, 2001, there has been no material adverse change in such condition or operations, except for such matters timely disclosed in press releases issued by UAL Corporation or United or in public filings, effective as of the date hereof, with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, by UAL Corporation or United.
(c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters).. [Revolving Credit Agreement]
(e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 1 contract
Conditions Precedent to Effectiveness of Section. Section 2.01. ----------------------------------------------------- Section
2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATEEffective Date") on which all of the following conditions precedent have been satisfied or waivedwaived in accordance with Section 8.01:
(a) The Liquidity Provider the Administrative Agent shall have received on or before the Closing Effective Date each of the following, and in each dated the case of each document delivered pursuant to paragraphs (i)Effective Date, (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
Administrative Agent: (i) This certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement, and approving all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the name and true signature of the officer of the Borrower executing this Agreement duly executed on behalf its behalf; (iii) an opinion of Xxxxx X. Xxxxxxxx, Esq., Senior Vice President-Assistant General Counsel of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf , in substantially the form of each of the parties thereto;
(iii) Fully executed copies of each of the Operative Agreements executed Exhibit C hereto; and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the an opinion of Shearman & Sterling, counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requestedAdministrative Agent.
(b) The following statement 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 September 30, 1999, except as disclosed in reports filed by the Borrower and its subsidiaries, if any, during the period from September 30, 1999 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 paid or prepaid all amounts owing under the Existing Credit Agreement, and all commitments of the lenders thereunder shall have been terminated.
(e) the Borrower shall have notified each Lender and the Administrative 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 Section 4.01 shall be true correct in all material respects on and as of the Effective Date: no event has occurred , before and is continuingafter giving effect to such date, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of all fees as though made on and other sums required to be paid to or for the account as of the Liquidity Provider on or prior Effective Date (except to the Effective Date.
(d) All conditions precedent extent that such representations and warranties relate to the issuance of the Certificates under the Trust Agreements an earlier date, in which case such representations and warranties shall have been satisfied or waived, correct in all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, material respects on and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any as of such conditions precedent shall have been waived by the Underwritersearlier date).
(eg) The Borrower no event shall have received a certificateoccurred and be continuing, dated or shall result from the date hereof, signed by a duly authorized representative occurrence of the Liquidity ProviderEffective Date, certifying that all conditions precedent to constitutes an Event of Default or would constitute an Event of Default but for the effectiveness of Section 2.01 have been satisfied requirement that notice be given or waivedtime elapse or both.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section. Section 2.01. ----------------------------------------------------- Section
2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATEEffective Date") on which all of the following conditions precedent have been satisfied or waivedwaived in accordance with Section 8.01:
(a) The Liquidity Provider the Administrative Agent shall have received on or before the Closing Effective Date each of the following, and in each dated the case of each document delivered pursuant to paragraphs (i)Effective Date, (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
Administrative Agent: (i) This certified copies of the resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board authorizing the execution and delivery of this Agreement, and approving all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the name and true signature of the officer of the Borrower executing this Agreement duly executed on behalf its behalf; (iii) an opinion of Xxxxx X. Xxxxxxxx, Esq., Senior Vice President-Assistant General Counsel of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf , in substantially the form of each of the parties thereto;
(iii) Fully executed copies of each of the Operative Agreements executed Exhibit C hereto; and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the an opinion of Shearman & Sterling, counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requestedAdministrative Agent.
(b) The following statement 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
(i) Disney and its subsidiaries, taken as a whole, since September 30, 1995, except as disclosed in periodic or other reports filed by Disney and its subsidiaries during the period from September 30, 1995 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, or (ii) the Borrower and its subsidiaries, taken as a whole, since June 30, 1996, except as disclosed in reports filed by the Borrower and its subsidiaries, if any, during the period from June 30, 1996 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 paid or prepaid all amounts owing under the Existing Credit Agreements, and all commitments of the lenders thereunder shall have been terminated.
(e) the Borrower shall have notified each Lender and the Administrative 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 Section 4.01 shall be true correct in all material respects on and as of the Effective Date: no event has occurred , before and is continuingafter giving effect to such date, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of all fees as though made on and other sums required to be paid to or for the account as of the Liquidity Provider on or prior Effective Date (except to the Effective Date.
(d) All conditions precedent extent that such representations and warranties relate to the issuance of the Certificates under the Trust Agreements an earlier date, in which case such representations and warranties shall have been satisfied or waived, correct in all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, material respects on and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any as of such conditions precedent shall have been waived by the Underwritersearlier date).
(e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 1 contract
Samples: Credit Agreement (Walt Disney Co/)
Conditions Precedent to Effectiveness of Section. 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE"“Effective Date”) on which all of the following conditions precedent have been satisfied or waived:
waived in accordance with Section 9.01: (a) The Liquidity Provider the Designated Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Designated Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Designated Agent shall have received on or before the Closing Effective Date each of the following, and in each dated as of the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
Effective Date: (i) This Agreement duly executed on behalf certified copies of the Borrower;
(ii) The Intercreditor Agreement duly executed on behalf of each resolutions of the parties thereto;
(iii) Fully executed copies Board of each Directors of the Operative Agreements executed Borrower or the Executive Committee of such Board authorizing the execution and delivered on or before the Closing Date (other than delivery of this Agreement and the Intercreditor Agreement);
other documents related hereto; (ivii) A copy a certificate of the Prospectus Supplement and specimen copies Secretary or an Assistant Secretary of the Class C-2 Certificates;
Borrower certifying the name and true signature of the officer of the Borrower executing this Agreement on its behalf; and (viii) An executed copy of each document, instrument, certificate and an opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion opinions of counsel for the UnderwritersBorrower (which may be in-house counsel, either addressed to external counsel or a combination of the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion two), substantially to the effect that the Liquidity Provider is entitled to rely on such opinion as set forth in Exhibit C hereto; (c) any consents or approvals of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrationsgovernmental or regulatory authorities, and there shall have been given any consents or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies approvals of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 third parties required under material agreements of the Leases (related to Leased Aircraft) Borrower, that in either case are necessary in connection with this Agreement or the corresponding section consummation of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to 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 other Operative Agreements Borrower and its Subsidiaries, if any, during the period from September 28, 2013, to the date hereof pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, copies of which have been furnished to the Liquidity Provider shall have reasonably requested.
Lenders prior to the date hereof; (be) The following statement all of the representations and warranties contained in Section 5.01 shall be true 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 material respects on and as of such earlier date); (f) no event has shall have occurred and is be continuing, or would shall result from the entering into occurrence of this Agreement the Effective Date, that constitutes an Event of Default or event that 51 with the making giving of any Advance, which constitutes a Liquidity notice or passage of time or both would constitute an Event of Default.
; and (cg) The Liquidity Provider shall have received payment in full of all advances, interest, fees and other sums required to be paid to or amounts accrued for the account accounts of the Liquidity Provider on or prior owed to the Effective Date.
(d) All conditions precedent to the issuance of the Certificates lenders under the Trust Agreements Existing Credit Agreement (whether or not due at the time) shall have been satisfied or waived, all conditions precedent to shall simultaneously be paid in full and the effectiveness commitments of the other Liquidity Facilities lenders under such agreement shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters)simultaneously be terminated.
(e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 1 contract
Samples: Five Year Credit Agreement
Conditions Precedent to Effectiveness of Section. Section 2.01. ----------------------------------------------------- Section
2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATEEffective Date") on which the following conditions precedent have -------------- been satisfied or waivedsatisfied:
(a) There shall have occurred no Material Adverse Change since December 31, 1998
(b) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that:
(i) The Liquidity Provider representations and warranties contained in Section 4.01 are correct on and as of the Effective Date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such date), and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Agent shall have received on or before the Closing Effective Date each of the following, and in the case of each document delivered pursuant to paragraphs (i)dated such day, (ii) and (iii), each in form and substance satisfactory to the Liquidity ProviderAgent and (except for the Notes) in sufficient copies for each Lender:
(i) This Agreement duly executed on behalf The Notes to the order of the Borrower;Lenders, respectively.
(ii) The Intercreditor Agreement duly executed on behalf of each Certified copies of the parties thereto;resolutions of the Board of Directors of the Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes.
(iii) Fully executed copies of each A certificate of the Operative Agreements executed and delivered on Secretary or before an Assistant Secretary of the Closing Date (other than this Agreement Borrower and the Intercreditor Guarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor, respectively, authorized to sign this Agreement);, the Notes and the Surety Bond (as appropriate) and the other documents to be delivered hereunder.
(iv) A copy surety bond in substantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the Prospectus Supplement and specimen copies of "Surety Bond"), duly executed by the Class C-2 Certificates;Guarantor. -----------
(v) An executed copy opinion of each documentXxxx X. Xxxx, instrumentFirst Vice President, certificate Assistant General Counsel and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust AgreementSecretary of Ambac Financial, the Intercreditor Agreement and the other Operative Agreements (substantially in the case form of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);Exhibit E hereto.
(vi) Evidence that there shall have been made An opinion of Xxxxx X. Xxxxx, Managing Director and shall be General Counsel, Specialized Finance, of the Guarantor, substantially in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;form of Exhibit F hereto.
(vii) An agreement from Continentalopinion of XxXxxx, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements Xxxx & Xxxxxxx, S.C., Wisconsin special counsel to the Liquidity ProviderGuarantor, and such other information as substantially in the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 form of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; andExhibit G hereto.
(viii) Such other documentsAn opinion of Shearman & Sterling, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested.
(b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or counsel for the account Borrower, substantially in the form of the Liquidity Provider on or prior to the Effective DateExhibit H hereto.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters).
(e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ambac Financial Group Inc)
Conditions Precedent to Effectiveness of Section. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived:
(a) The Primary Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Primary Liquidity Provider:
(i) This Agreement duly executed on behalf of the Borrower, the Fee Letter applicable to this Agreement duly executed on behalf of the Borrower and the Tax Letter duly executed on behalf of Continental;
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties theretothereto (other than the Primary Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement Agreement, the Fee Letter applicable to this Agreement, the Tax Letter and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 G-2 Certificates;
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 G-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Primary Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Primary Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Primary Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Primary Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Primary Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Primary Liquidity ProviderProvider (A) within 90 days after the end of each of the first three fiscal quarters in each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such quarter and related statements of income and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, prepared in accordance with GAAP; PROVIDED, that so long as Continental is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of Continental's report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice executed by an authorized officer of Continental that such report has been filed with the Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the report accessible at such website address conforms to the original report filed with the Securities and Exchange Commission will satisfy this subclause (A), and (B) within 120 days after the end of each fiscal year of Continental, a consolidated balance sheet of Continental as of the end of such other information as fiscal year and related statements of income and cash flows of Continental for such fiscal year, in comparative form with the Liquidity Provider shall reasonably request preceding fiscal year, prepared in accordance with GAAP, together with a report of Continental's independent certified public accountants with respect to the transactions contemplated by the Operative Agreementstheir audit of such financial statements; PROVIDED, in each case, only that so long as Continental is subject to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 reporting requirements of the Leases Securities Exchange Act of 1934, as amended, a copy of Continental's report on Form 10-K for such fiscal year (related to Leased Aircraftexcluding exhibits) or a written notice executed by an authorized officer of Continental that such report has been filed with the corresponding section of Securities and Exchange Commission, providing a website address at which such report may be accessed and confirming that the Indentures (related to Owned Aircraft) report accessible at such website address conforms to the parties thereto original report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii) Continental agrees to allow the Primary Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Primary Liquidity Provider shall have reasonably requested.
(b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Primary Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Primary Liquidity Provider on or prior to the Effective Date.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Class G-1 Certificates and Class G-2 Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters)or waived.
(e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Primary Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
Conditions Precedent to Effectiveness of Section. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived:
(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:
(i) This Agreement duly executed on behalf of the BorrowerBorrower and the Fee Letter applicable to this Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);
(ii) The Intercreditor Agreement duly executed on behalf of each of the parties theretothereto (other than the Liquidity Provider);
(iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement, the Fee Letter applicable to this Agreement and the Intercreditor Agreement);
(iv) A copy of the Prospectus Supplement and specimen copies of the Class C-2 Certificates;; and
(v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C-2 Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);
(vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the TrusteesTrustee, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date;
(vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and
(viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested.
(b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default.
(c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date.
(d) All conditions precedent to the issuance of the Certificates under the Trust Agreements Agreement shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities Facility shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters)or waived.
(e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived.
Appears in 1 contract
Samples: Revolving Credit Agreement (Continental Airlines Inc /De/)
