Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 8 contracts
Samples: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligation of the Lenders each Lender, each LC Issuing Bank and the obligations Swingline Lender to make the initial Extension of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (i) below) for the Swingline Lender, each Lender and each LC Issuing Bank:
(i) Promissory notes payable to the order of each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(ii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iii) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; .
(v) A favorable opinion of in-house counsel for the Borrower, substantially in the form of Exhibit D-1 hereto.
(vi) A favorable opinion of special New York counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(vii) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E hereto.
(b) On such 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 Borrower, dated such date, stating that:
(Ci) that attached thereto The representations and warranties of the Borrower contained in this Agreement are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate effectiveness as though made on and as of such date and date, and
(Bii) no Event of Default or Unmatured Event of Default No event has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; andthat constitutes a Default.
(c) The Borrower and each Lender that is an LC Issuing Bank on such date shall have entered into an LC Issuing Bank Fee Letter.
(d) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, the Global Coordinator, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).
(e) The Administrative Agent shall have received evidenceall documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, satisfactory including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.
(f) All amounts outstanding under the Existing Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreement shall have been terminated.
(g) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, that the Borrower has paid (Swingline Lender, any Lender or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, any LC Issuing Bank shall have reasonably requested through the Administrative Agent shall notify reasonably in advance of the Borrower, the Lenders and the LC Issuers as to the Effective Datedate hereof.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement (Pacificorp /Or/)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents (including, without limitation, the amendment or replacement of the existing General and Refunding Mortgage Bond).
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(viii) The General and Refunding Mortgage Bond referred to in clause (a) of the definition thereof, duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee.
(A) Certified copies of the General and Refunding Mortgage Indenture as in effect on the Closing Date; (B) an Officer’s Certificate pursuant to a supplemental indenture or board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bond referred to in paragraph (viii) above; (C) a “Company Order” (as defined in the General and Refunding Mortgage Indenture) requesting authentication of such General and Refunding Mortgage Bond by the Indenture Trustee; and (D) all legal opinions provided in connection with the issuance of such General and Refunding Mortgage Bond, including any provided pursuant to Section 4.01(d) of the General and Refunding Mortgage Indenture.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 5 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Pacificorp /Or/)
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including is subject to the Commitments of condition precedent that the Lenders and the obligations of the Borrower hereunder) Administrator shall become effective ifhave received, on or before April 15the Closing Date, 2011, all each of the following conditions precedent have been satisfiedfollowing, in form and substance (including the date thereof) reasonably satisfactory to the Administrator:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a A counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to other Transaction Documents executed by the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:parties thereto.
(b) Certified copies of: (i) Certified copies of the resolutions of the Board board of Directors directors or equivalent managing body sole member of the Borrower approving Borrower, the transactions contemplated Originators and the Servicer authorizing the execution, delivery and performance by this Agreement the Borrower, such Originator and the Servicer, as the case may be, of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the other Transaction Documents to which it is a party and (ii) the organizational documents contemplated hereby;of the Borrower, each Originator and the Servicer.
(iic) A certificate of the Secretary or an Assistant Secretary of Borrower the Borrower, the Originators and the Servicer certifying (A) the names and true signatures of the its officers of the Borrower who are authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true Transaction Documents. Until the Administrator and correct copies of the organizational documents of each Group Agent receives a subsequent incumbency certificate from the Borrower, in an Originator or the Servicer, as the case may be, the Administrator and each case in effect Group Agent shall be entitled to rely on the last such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance certificate delivered to it by the Borrower of this Agreement and Borrower, such Originator or the documents contemplated hereby;Servicer, as the case may be.
(iiid) Favorable opinions, addressed to the Administrator and each Group Agent in form and substance reasonably satisfactory to the Administrator and each Group Agent, of The Law Offices of BosseLaw, PLLC, Cravath, Swaine & Xxxxx LLP or Case Xxxxxxxx A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLPLaw Corporation, counsel for the Borrower, in form the Originators and substance the Servicer, covering such matters as the Administrator may reasonably acceptable to the Administrative Agent; andrequest, including, without limitation, organizational and enforceability matters and certain bankruptcy matters, certain UCC perfection and priority matters.
(ce) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that Evidence of payment by the Borrower has paid of all accrued and unpaid fees (or will pay with the proceeds of the initial Credit Extensions) all fees andincluding those contemplated by each Group Fee Letter), costs and expenses to the extent billed, expenses then due and payable by the Borrower hereunder on the Effective Date (date thereof, including amounts then payable to the Joint Active Lead Arrangers any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify applicable Group Fee Letters.
(f) Good standing certificates with respect to each of the Borrower, the Lenders Originators and the LC Issuers as to Servicer issued by the Effective DateSecretary of State (or similar official) of the state of each such Person’s organization.
Appears in 4 contracts
Samples: Receivables Financing Agreement, Receivables Financing Agreement, Receivables Financing Agreement (Cincinnati Bell Inc)
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including shall be subject to the Commitments of conditions precedent that the Lenders Lender shall have received, reviewed and the obligations of the Borrower hereunder) shall become effective if, approved on or before April 15the Closing Date the following, 2011, all of each in form and substance reasonably satisfactory to the following conditions precedent have been satisfiedLender:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds each of the initial Credit Extensions) all amounts then payable Facility Documents required to be delivered on the Closing Date and the Intercreditor Agreement duly executed and delivered by the Borrower under the Existing Credit Facility parties thereto, which shall each be in full force and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedeffect;
(b) true and complete copies of the Administrative Agent shall have received Senior Facility Documents, as in effect on the Closing Date;
(c) true and complete copies of the Constituent Documents of each Borrower, Guarantor and Pledgor as in effect on the Closing Date;
(d) a certificate of a Responsible Officer of each Borrower, Guarantor and Pledgor certifying (i) a counterpart of this Agreement signed on behalf of each party hereto or as to such entity’s Constituent Documents, (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory as to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of such entity’s resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate such entity’s board of the Secretary directors or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign members approving this Agreement and the other documents Facility Documents to be delivered hereunder; which such entity is a party and the transactions contemplated hereby and thereby, (Biii) a good standing certificate issued by the secretary of state of such entity’s state of formation, and (iv) as to the incumbency and specimen signature of each of such entity’s Responsible Officers authorized to execute the Facility Documents to which such entity is a party;
(e) a certificate of a Responsible Officer of such Borrower certifying (i) that attached thereto such Borrower’s representations and warranties set forth in the Facility Documents to which such Borrower is a party are true and correct copies in all material respects as of the organizational documents of Closing Date (except to the Borrowerextent such representations and warranties expressly relate to any earlier date, in each which case in effect on such date; representations and (C) that attached thereto are warranties shall be true and correct copies of in all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and material respects as of such date earlier date), and (Bii) that no Event of Default or Unmatured Event of Default has occurred and is continuing on hereunder and no “Default” or “Event of Default” under the date Senior Loan Agreement has occurred and is continuing thereunder;
(i) proper financing statements (or the equivalent thereof in any applicable foreign jurisdiction, as applicable), to be duly filed substantially concurrently with the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Lender deems necessary or desirable in order to perfect the Lender’s interests in the Collateral contemplated by this Agreement and (ii) all other actions as the Lender shall have requested to perfect the security interests created hereunder shall have been taken;
(g) the “Termination Date” under the Senior Loan Agreement shall not have occurred, and the Senior Loan Agreement shall be in full force and effect;
(h) a favorable written opinion of DLA Piper LLP (US), special counsel for the Borrowers, (A) dated the Closing Date, (B) addressed to the Lender and (C) covering such certificatematters relating to the Facility Documents as the Lender shall reasonably request; and
(ivi) A favorable opinion completion of Xxxxxxx Xxxxx LLPsuch know your customer, counsel for background and other checks on the Borrower, in form and substance reasonably acceptable to Borrowers as the Administrative Agent; and
(c) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datereasonably requested.
Appears in 4 contracts
Samples: Mezzanine Loan and Security Agreement (Offerpad Solutions Inc.), Mezzanine Loan and Security Agreement (Offerpad Solutions Inc.), Mezzanine Loan and Security Agreement (Offerpad Solutions Inc.)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders reasonably in advance of the date hereof.
(e) All amounts outstanding under the Existing Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreement shall have been terminated.
(f) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 3 contracts
Samples: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/), Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of any director, the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent directors and/or officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the incorporation documents of the Seller are true a complete and correct copies copy, and that such incorporation documents have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer applicable Governmental Authority of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s jurisdiction of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel and naming the Seller as the “Debtor/Seller”, the Purchaser as “Secured Party/Buyer” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s security interest in all Sale Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller;
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the District of Columbia, together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, each Lender Agent and the Administrative Agent; and
(c) , and the Purchaser, each Lender Agent and the Administrative Agent shall have received evidencefrom the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser, each Lender Agent and the Administrative Agent may have requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Purchaser;
(ix) the Borrower has Seller shall have paid all fees then required to be paid by it on the Closing Date; and
(x) one or will pay more favorable Opinions of Counsel from counsel to the Seller with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (FS Energy & Power Fund), Purchase and Sale Agreement (FS Investment Corp II), Purchase and Sale Agreement (FS Investment CORP)
Conditions Precedent to Effectiveness. This Agreement (including becomes effective upon, and no Lender is obligated to make any Advance, nor is any Lender, the Commitments of Collateral Custodian, the Lenders and Facility Servicer or the obligations of Administrative Agent obligated to take, fulfill or perform any other action hereunder until, the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) the Administrative Agent shall have received evidencethis Agreement, satisfactory to the Administrative Agentall other Transaction Documents and all other agreements, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility instruments, certificates and that all commitments to make extensions of credit to the Borrower thereunder other documents listed on Schedule III have been (or concurrently with duly executed by, and delivered to, the initial Advances will be) terminatedparties hereto and thereto;
(b) the Administrative Agent shall Sponsor and each Subsidiary thereof that owns a Specified CLO Asset have received entered into a guaranty (the “Guaranty Agreement”) pursuant to which, among other things, (i) the Sponsor guarantees the Obligations, (ii) the Sponsor and such Subsidiaries agree not to incur any indebtedness (other than indebtedness permitted thereunder), (iii) the Sponsor and such Subsidiaries agree not to create a counterpart Lien on its assets (other than Liens permitted thereunder) and (iv) the Sponsor and such Subsidiaries agree to provide the Lenders with prior notice of any Material CLO Modification;
(c) the Borrower has provided the Facility Servicer and the Initial Lender with a copy of the Valuation Policy as in effect on the Closing Date;
(d) the representations contained in Sections 4.01 and 4.02 are true and correct;
(e) all up-front expenses and fees (including reasonable legal fees and expenses and any fees required under the Fee Letters and Schedule XI) that are required to be paid hereunder or by the Fee Letters and Schedule XI have been paid in full;
(f) the Borrower has received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Lenders) in connection with the transactions contemplated by this Agreement and the other Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the Borrower or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation is applicable which in the reasonable judgment of the Lenders could reasonably be expected to have such effect;
(g) no action, proceeding or investigation has been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement signed on behalf or the other Transaction Documents or the consummation of each party hereto the transactions contemplated hereby or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of thereby, or which, at the Majority Lenders’ discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement and each or the other Transaction Documents or the consummation of the following documentstransactions contemplated hereby or thereby; and
(h) the Administrative Agent has received all documentation and other information requested by the Administrative Agent acting at the direction of the Majority Lenders or required by regulatory authorities with respect to the Borrower and the Facility Servicer under applicable “know your customer” and anti-money laundering rules and regulations, each dated a date including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateMajority Lenders.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (ACRES Commercial Realty Corp.), Loan and Servicing Agreement (ACRES Commercial Realty Corp.), Loan and Servicing Agreement (Exantas Capital Corp.)
Conditions Precedent to Effectiveness. This (a) The effectiveness of this Agreement (including is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent have been satisfiedconditions:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this The Transaction Documents and the Custodian Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement shall be in full force and each of effect and the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Transaction Documents shall be in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of Insurer and each Transaction Document shall have been delivered to the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyInsurer;
(ii) A The Insurer and the Fund shall have received a certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) Aeltus, as to the names incumbency and true signatures signature of the officers or other employees of the Borrower Aeltus authorized to sign this Agreement and the other documents Transaction Document to be delivered hereunder; which it is a party on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus;
(Biii) The Insurer and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement and the Transaction Documents to which it is a party on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund;
(iv) Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer;
(v) The Insurer shall have received certificates of the Secretary or Assistant Secretary of Aeltus certifying that attached thereto are true true, complete and correct copies of the organizational documents resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all Transaction Documents to which Aeltus is a party;
(vi) The Insurer shall have received certificates of the Borrower, in each case in effect on such date; and (C) Secretary or Assistant Secretary of the Fund certifying that attached thereto are true true, complete and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance resolutions duly adopted by the Borrower Board of Directors of the Fund authorizing the execution of this Agreement and all Transaction Documents to which it is a party;
(vii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the parties hereto:
(A) the opinion of Xxx X. Doberman, Esq., counsel to Aeltus, substantially to the effect set forth in Exhibit D.
(B) the opinion of ____________________, __________________ of the Custodian, substantially to the effect set forth in Exhibit E.
(C) the opinion of _____________________, Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit F.
(D) the opinion of Xxx X. Doberman, Esq., Counsel to the Fund, substantially to the effect set forth in Exhibit G.
(viii) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated herebyhereby or thereby as it shall reasonably request.
(b) The obligation of the Insurer to issue each Policy is subject to the satisfaction of the following conditions on the Inception Date with respect to the related PPF:
(i) The registration statement with respect to such PPF shall have been filed with and declared effective by the U.S. Securities and Exchange Commission, and a copy of each prospectus and statement of additional information shall have been delivered to the Insurer;
(ii) The Insurer shall have received a certificate of the Secretary or Assistant Secretary of the Fund dated as of such Inception Date certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors authorizing the creation of such PPF;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer Each of the Borrower stating that (A) the representations and warranties contained made by Aeltus and the Fund in Section 4.01 are or pursuant to the Transaction Documents shall be true and correct on and as of the date of such certificate as though made in all material respects on and as of such date and date;
(Biv) no No Default or Event of Default or Unmatured Event of Default has shall have occurred and is be continuing on such date;
(v) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any Government Authority which would make the date transactions contemplated by any of such certificatethe Transaction Documents illegal or otherwise prevent the consummation thereof; and
(ivvi) A favorable opinion All proceedings, and all documents, instruments and other legal matters in connection with the creation of Xxxxxxx Xxxxx LLP, counsel for the Borrower, such PPF shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateInsurer.
Appears in 2 contracts
Samples: Financial Guaranty Agreement (Aetna Series Fund Inc), Financial Guaranty Agreement (Aetna Series Fund Inc)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders Amendment, and the obligations of New Lenders’ Revolver Commitment to make Loans under the Borrower hereunder) Loan Agreement, shall become effective ifas of such date (such date, on or before April 15, 2011, all the “Effective Date”) that each of the following conditions precedent have been are satisfied:
(a) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably of which shall be satisfactory in form and substance to the Administrative Agent and otherwise its counsel:
(i) Each of the parties hereto shall have executed and delivered this Amendment,
(ii) A certificate of a duly authorized officer of the Servicer and the Borrower, certifying (i) that attached copies of such Person’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, and that such Person is in good standing in the applicable jurisdictions, with good standing certificates attached; (ii) that an attached copy of resolutions authorizing execution and delivery of the Transaction Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Transaction Documents,
(iii) The Agent shall have received a written opinion of counsel to the Borrower and the Servicer in form and substance satisfactory to the Administrative Agent:
Agent covering, among other matters, (i) Certified copies of resolutions the enforceability of the Board Transaction Documents, (ii) the grant and perfection of Directors security interests in the Collateral, (iii) the true sale or equivalent managing body contribution (as applicable) of the Borrower approving Loans from the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action Servicer to the Borrower, (iv) non-consolidation of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the BorrowerServicer, in each case in effect on such date; and (Cv) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for such other matters as the due executionAgent may require in the Agent’s sole discretion, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLPSuch other instruments, counsel for documents and agreements as the Borrower, in form Agent may reasonably request;
(b) the Agent shall have received UCC and substance reasonably acceptable Lien searches and other evidence satisfactory to the Administrative Agent; andAgent that its Liens are the only Liens upon the Collateral, except Permitted Liens;
(c) the Administrative Agent Borrower shall have received evidence, executed and delivered to each New Lender requesting a promissory note in accordance with Section 2.2.1 of the Loan Agreement a promissory note evidencing the Borrower’s obligations in respect of the Revolver Commitments of such New Lender;
(d) Each New Lender shall have executed and delivered to the Agent an Administrative Details Form in form and substance satisfactory to the Administrative Agent, that ;
(e) The representations and warranties of the Borrower has paid and the Servicer in this Amendment and in the Transaction Documents shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on such earlier date, and that any representation or will pay with warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects);
(f) Giving effect to this Amendment, no Default or Event of Default shall exist under the proceeds Loan Agreement or any of the initial Credit ExtensionsTransaction Documents;
(g) all fees andNo event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Amendment, the Loan Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby;
(h) Borrower shall have paid to the extent billed, expenses payable by Agent an upfront fee equal to 0.50% of the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as amount of each Lender’s Commitment which is in excess of such Xxxxxx’s Commitment prior to the Effective Date; and
(i) The Borrower shall have paid all reasonable and documented fees and expenses of the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment and the Transaction Documents (including, without limitation, the fees and expenses of counsel to the Agent). The Borrower hereby authorizes and direct the Agent to charge the upfront fee described in Section 4(h) above to the Borrower Loan Account as a Revolving Loan on the Seventh Amendment Effective Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Flat Rock Core Income Fund), Loan and Security Agreement (Flat Rock Core Income Fund)
Conditions Precedent to Effectiveness. This Agreement (including Third Supplemental Indenture shall be effective upon the Commitments satisfaction of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all each of the following conditions precedent have been satisfiedconditions:
(a) the Administrative Agent The Trustee shall have received evidencethis Third Supplemental Indenture, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds duly executed by each of the initial Credit Extensions) all amounts then payable by Issuer, the Borrower under Company, the Existing Credit Facility Guarantor, the Pledgor, and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Trustee.
(b) The representations and warranties of the Administrative Agent Company Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier), and there shall exist no Default or Event of Default, in each case after giving effect to this Third Supplemental Indenture (and the Trustee shall have received (i) a counterpart certificate of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each an Authorized Representative of the following documentsCompany, each dated the Guarantor and the Pledgor certifying as to the matters set forth in this clause (b)).
(c) The representations and warranties of the Issuer contained herein shall be true and correct in all material respects (and the Trustee shall have received a date certificate of the Issuer certifying as to the matters set forth in this clause (c)).
(d) The Trustee shall have received an Officer’s Certificate and opinion of Independent Counsel covering such matters as required pursuant to the Indenture and such other matters as are reasonably requested by the Trustee or the Majority Holders.
(e) The Trustee shall have received a customary legal opinion of Xxxxx Lord LLP, counsel to the Company Parties, in form and substance reasonably satisfactory to the Administrative Agent Trustee and otherwise in form the Majority Holders.
(f) The Company shall have reimbursed the Trustee for all reasonable and substance satisfactory to documented out-of-pocket costs and expenses, including the Administrative Agent:
reasonable fees and disbursements of (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A Xxxxxxx Xxxxx LLP, in each case in connection with the enforcement of rights and remedies under the Indenture, Loan Agreement, the Guaranty, the Limited Waiver and First Supplemental Indenture, the Limited Waiver and Second Supplemental Indenture and the other Financing Documents and Bond Documents and the negotiation, preparation and execution of this Third Supplemental Indenture.
(g) The Trustee shall have received a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of Borrower each of the Company, the Guarantor and the Pledgor, certifying (A) that attached thereto is a true and complete copy of each organizational document of such applicable party certified (to the names and true signatures extent applicable) as of a recent date by the Secretary of State of the officers state of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; its organization, (B) that attached thereto are is a true and correct copies complete copy of resolutions duly adopted by the organizational documents Board of Directors (or equivalent governing body) of such applicable party authorizing the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement Third Supplemental Indenture, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the documents contemplated hereby;incumbency and specimen signature of each officer executing this Third Supplemental Indenture or any other document delivered in connection herewith on behalf of such applicable party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate required by this clause (g)).
(iiih) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent The Trustee shall have received evidence, satisfactory an amendment to the Administrative AgentLiquidity Reserve Escrow Agreement in the form attached as Exhibit A hereto (the “Second Amendment to Liquidity Reserve Escrow Agreement”), that the Borrower has paid (or will pay with the proceeds duly executed by each of the initial Credit Extensions) all fees andGuarantor, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers Liquidity Reserve Escrow Agent and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateTrustee.
Appears in 2 contracts
Samples: Third Supplemental Indenture (PureCycle Technologies, Inc.), Third Supplemental Indenture (PureCycle Technologies, Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) the Administrative Agent Altria shall have received evidencenotified each Lender and JPMCB, satisfactory to the as Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit in writing as to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;proposed Effective Date.
(b) On the Effective Date, the following statements shall be true and JPMCB, as Administrative Agent Agent, shall have received (i) a counterpart of this Agreement signed on behalf for the account of each party hereto or (ii) written evidence (which may include electronic transmission Lender a certificate signed by a duly authorized officer of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of Altria, dated the following documentsEffective Date, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agentstating that:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and Effective Date, and
(Bii) no Event of Default or Unmatured Event of Default event has occurred and is continuing that constitutes a Default or Event of Default.
(c) Prior to or simultaneously with the Effective Date, Altria shall have satisfied all of its obligations under that certain Amended and Restated Credit Agreement relating to a US$3,000,000,000 5-Year Revolving Credit Facility, dated as of August 19, 2013, by and among Altria, the lenders party thereto and JPMCB and Citibank, as administrative agents including, without limitation, the payment of all loans, accrued interest and fees thereunder and all commitments thereunder shall have been, or shall substantially contemporaneously be, terminated.
(d) JPMCB, as Administrative Agent, shall have received on or before the date Effective Date the following, each dated such day, in form and substance satisfactory to JPMCB, as Administrative Agent:
(i) Certified copies of such certificate; andthe resolutions of the Board of Directors of Altria approving this Agreement, and of 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 Altria certifying the names and true signatures of the officers of Altria authorized to sign this Agreement and the other documents to be delivered hereunder.
(iii) Favorable opinions of counsel (which may be in-house counsel) for Altria, substantially in the form of Exhibits F-1 and F-2 hereto.
(iv) An executed Guarantee.
(v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guarantee.
(vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith.
(vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit F-3 hereto.
(viii) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the BorrowerJPMCB, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the as Administrative Agent, substantially in the form of Exhibit H hereto.
(ix) A certificate of the chief financial officer or treasurer of Altria certifying that as of December 31, 2017 (A) the aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.02(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (ix), payment of which is secured by any Lien referred to in clause (iv) of Section 5.02(a), does not exceed $200,000,000.
(e) This Agreement shall have been executed by Altria and JPMCB and Citibank, as Administrative Agents, and JPMCB, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement.
(f) (i) JPMCB, as Administrative Agent, shall have received, at least five days prior to the Effective Date, all documentation and other information regarding the Borrower has paid (or will pay reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the proceeds of the initial Credit Extensions) all fees andPatriot Act, to the extent billed, expenses payable by requested in writing of the Borrower hereunder on at least 10 days prior to the Effective Date and (including amounts then payable ii) to the Joint Active Lead Arrangers and extent the Agents). Promptly upon the occurrence thereofBorrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as at least five days prior to the Effective Date, any Lender that has reasonably requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by JPMCB, as Administrative Agent, or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.01(f) shall be deemed to be satisfied).
(g) Altria shall have paid all fees required to be paid on or before the Effective Date by Altria in connection with the credit facility established hereby. JPMCB, as Administrative Agent, shall notify Altria and the Initial Lenders of the date that is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that Altria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.
Appears in 2 contracts
Samples: 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
Conditions Precedent to Effectiveness. This Amendment Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, as of the date on or before April 15, 2011, all of which the following conditions precedent have been satisfied:satisfied in a manner satisfactory to the Initial Lender (such date, the “Effective Date”):
(a) the Administrative Agent shall have The Initial Lender has received evidencecounterparts of this Amendment Agreement, satisfactory to the Administrative Agentduly executed and delivered, that the Borrower has paid (or will pay with the proceeds from all of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedparties hereto;
(b) the Administrative Agent shall have The Initial Lender has received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable legal opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable satisfactory to the Administrative AgentInitial Lender, covering such matters as the Initial Lender may reasonably request;
(c) The Initial Lender has received a certificate of the Borrower signed by an Authorized Officer of the Borrower (A) certifying and attaching the resolutions of the board of managers or directors (or similar items) of the Borrower approving or consenting to this Amendment Agreement and the increase to the Total Term Commitment, (B) attaching charter (or similar formation documents), certified by the appropriate Governmental Authority, (C) attaching bylaws (or similar governing documents), (D) attaching good standing certificates in its state of incorporation (or formation) and (E) certifying that the representations and warranties contained in Article IV of this Amendment Agreement are true and correct;
(d) The Initial Lender shall have received such other documents as the Initial Lender may have reasonably requested; and
(ce) All fees hereunder or under the Administrative Agent shall have received evidence, satisfactory Credit Agreement due and owing on or prior to the Administrative Agent, that the Borrower has date of this Amendment Agreement have been paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datein full.
Appears in 2 contracts
Samples: Credit Agreement (Owl Rock Technology Finance Corp.), Credit Agreement (Owl Rock Technology Finance Corp.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, on or before April 15, 2011, all as of the following conditions precedent date of this Amendment when, and only when, Administrative Agent shall have been satisfiedreceived the following, in form and substance satisfactory to Administrative Agent:
(a) counterparts of this Amendment, duly executed each Borrower, Agents and the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLenders;
(b) the Administrative Agent shall have received Ratification and Reaffirmation of Guaranty and Pledge Agreement, duly executed by TerrAscend Guarantors;
(c) a duly executed Axxxxxx and Restated Collateral Assignment of Licensing Contracts among Credit Parties, the other parties party thereto and Collateral Agent;
(d) a certificate for each Borrower and each TerrAscend Guarantor, duly executed and delivered by an Authorized Officer of each such Person, as to: (i) a counterpart of this Agreement signed on behalf resolutions of each party hereto such Person’s board of managers/directors (or (ii) written evidence (which may include electronic transmission other managing body, in the case of a signed signature page of this AgreementPerson that is not a corporation) that each party hereto has signed a counterpart of this Agreement then in full force and each effect expressly and specifically authorizing, to the extent relevant, all aspects of the following documents, each dated a date reasonably satisfactory Credit Documents applicable to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement such Person and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of each Credit Document, in each case, to be executed by such Person; (ii) the Borrower incumbency and signatures of this Agreement its Authorized Officers and the documents contemplated hereby;
any other of its officers, members, managers or general partner, as applicable, authorized to act with respect to each Credit Document to be executed by such Person; (iii) A certificate signed by either the chief financial officereach such Person’s Organization Documents, principal accounting officer as amended, modified or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and supplemented as of the date hereof, certified by the appropriate officer or official body of the jurisdiction of organization of such certificate as though made on Person, or, for each of clauses (i), (ii) and as (iii) above, a confirmation that such documents have not changed since the most recent certification to Administrative Agent and (iv) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to such Person, each dated within a recent date prior to the date hereof, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such date Person, which certificate shall indicate that such Person is in good standing in such jurisdiction;
(e) payment in cash by Borrowers of (i) all amendment and closing fees, (Bii) no Event of Default or Unmatured Event of Default has occurred existing Indebtedness and is continuing fees owing to Lenders on the date hereof under the Existing Credit Agreement, (iii) all costs and expenses incurred by Agents in connection with the preparation, execution, and delivery of such certificatethis Amendment and each other Credit Documents executed in connection herewith or relating hereto and (iv) all other costs and expenses due and payable to any Agent pursuant to Section 12.05 of the Credit Agreement (including the fees, disbursements and other charges of counsel to Agents as provided therein), in each case, as set forth in that certain Disbursement Letter duly executed by Bxxxxxxxx;
(f) lien searches as to all Credit Parties; and
(ivg) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for such other documents and opinions to be executed or delivered by the Borrower, in form and substance Credit Parties as may be reasonably acceptable to requested by the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement and Security Agreements (TerrAscend Corp.), Credit Agreement and Security Agreements (TerrAscend Corp.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Joinder shall become not be effective if, on or before April 15, 2011, all until each of the following conditions precedent have been satisfied:fulfilled to the reasonable satisfaction of each Lender.
(a) the Administrative Agent This Joinder shall have received evidencebeen duly executed and delivered by the respective parties hereto, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;each Lender.
(b) All action on the Administrative Agent part of the New Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrower and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written been duly and effectively taken and evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date thereof reasonably satisfactory to each Lender shall have been provided to each Lender.
(c) The New Borrower shall each have delivered the Administrative Agent and otherwise following to each Lender, in form and substance reasonably satisfactory to the Administrative Agenteach Lender:
(i) Certified copies of resolutions A copy of the Board certificate or articles of Directors incorporation or equivalent managing body certificate of formation, as applicable, of such New Borrower, certified by the Secretary of State of the Borrower approving jurisdiction of its organization, and a certificate of good standing (to the transactions contemplated by this Agreement and extent such concept exists) from such applicable Secretary of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;State.
(ii) A certificate of an authorized officer relating to the Secretary or an Assistant Secretary organization and existence of Borrower certifying (A) such party, the names authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of the officers each Person authorized as a signatory to any of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are Loan Documents, together with true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct accurate copies of all governmental Charter Documents.
a) Execution and regulatory authorizations and approvals required for the due execution, delivery and performance by the New Borrower of this Agreement any other applicable Loan Documents and agreements required by the documents contemplated hereby;Lenders.
(iiid) A certificate signed by either the chief financial officer, principal accounting officer or treasurer The Lenders shall have received a written legal opinion of the Borrower stating that New Borrower’s counsel addressed to the Lenders, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated thereby as each Lender shall reasonably request.
(Ae) All reasonable out-of-pocket fees and Credit Party expenses incurred by the representations Lenders in connection with the preparation and warranties contained negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Lenders) shall have been paid in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and full.
(Bf) no No Default or Event of Default or Unmatured Event of Default has shall have occurred and is continuing on the date of such certificate; andbe continuing.
(ivg) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form The Loan Parties shall have executed and substance reasonably acceptable delivered to the Administrative Agent; and
(c) the Administrative Agent shall have received evidenceLenders such additional documents, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers instruments and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers agreements as to the Effective Dateeach Lender may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (American Apparel, Inc)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15October 14, 20112016, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agreement (after giving effect to the last sentence of Section 2.16.1) and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either any of the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, substantially in the form and substance reasonably acceptable to the Administrative Agentof Exhibit D; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Closing Date (including amounts then payable to the Joint Active Lead Arrangers and the AgentsAdministrative Agent). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers Issuer as to the Effective Closing Date.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15October 16, 20112015, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agreement (after giving effect to the last sentence of Section 2.16.1) and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either any of the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx Xxxxxx Xxxxxx LLP, counsel for the Borrower, substantially in the form and substance reasonably acceptable to the Administrative Agentof Exhibit D; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Closing Date (including amounts then payable to the Joint Active Lead Arrangers and the AgentsAdministrative Agent). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers Issuer as to the Effective Closing Date.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Second Amendment shall become effective if, on or before April 15, 2011, all the date (the “Second Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied:
(ai) the Borrower, the Guarantor, the Administrative Agent, the Existing Administrative Agent and the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent;
(ii) all of the representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on the Second Amendment Effective Date after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such specified date);
(iii) the Borrower shall have paid an amendment fee in an amount equal to the product of (x) each Lender’s commitment amount, multiplied by (y) the rate separately agreed with such Lender;
(iv) the Borrower shall have paid any reasonable and documented out-of-pocket expenses of the Administrative Agent invoiced to the Borrower at least 2 Business Days prior to the Second Amendment Effective Date required to be paid or reimbursed pursuant to Section 10.03 of the Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent;
(v) the Administrative Agent shall have received evidencecertified copies of the charter, by-laws and other constitutive documents of each Obligor and of resolutions of the Board of Directors of each Obligor authorizing this Agreement, together with incumbency certificates dated the date of this Agreement evidencing the identity, authority and capacity of each Person authorized to execute and deliver this Agreement and any other documents to be delivered by each such Obligor pursuant hereto, all in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agent and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedits counsel;
(bvi) the Administrative Agent shall have received favorable written opinions (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory addressed to the Administrative Agent and otherwise in form the Lenders and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of dated the date of such certificate as though made on and as this Agreement) of such date and (B) no Event Xxxx Xxxxxxx & Xxxxxx, LLP, special New York counsel of Default or Unmatured Event of Default has occurred and is continuing the Obligors, which opinion shall be substantially similar to the opinion delivered on the date of such certificateFirst Amendment Effective Date; and
(ivvii) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Guarantor, the Administrative Agent; and
(c) Agent and the Existing Administrative Agent shall have received evidencesigned a counterpart of the Resignation and Appointment Agreement (whether the same or different counterparts) and shall have delivered (including by way of facsimile, satisfactory pdf or other electronic transmission) the same to the Administrative Agent, that the Borrower has paid (or will pay Agent and such Resignation and Appointment Agreement shall have become effective in accordance with its terms substantially simultaneously with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Second Amendment Effective Date.
Appears in 2 contracts
Samples: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, on or before April 15, 2011, all of the date hereof (the “Effective Date”) provided that the following conditions precedent have been satisfied:
(a1) the Parent Borrower, the Guarantors, all Continuing Lenders (constituting Required Lenders, as determined immediately prior to giving effect to this Amendment and the transactions contemplated under Article V hereof), the New Lenders and the Administrative Agent have each delivered a duly executed counterpart of this Amendment to the Administrative Agent;
(2) the Administrative Agent shall be satisfied that all conditions set forth in Subsections 6.2(a) and (b) of the Credit Agreement are satisfied and shall have received evidence, satisfactory to from the Administrative Agent, that the Parent Borrower has paid (or will pay with the proceeds a certificate of a Responsible Officer of the initial Credit Extensions) all amounts then payable by Parent Borrower confirming the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedsame;
(b3) the Administrative Agent shall have received (i) a counterpart copy of this Agreement signed on behalf the certificate or articles of incorporation or organization, including all amendments thereto, of each party hereto Loan Party, certified, if applicable, by the Secretary of State of the state of its incorporation or organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) written evidence (which may include electronic transmission a certificate of a signed signature page Responsible Officer of this Agreement) that each party hereto has signed a counterpart of this Agreement Loan Party dated the Effective Date and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names that attached thereto is a true and true signatures complete copy of the officers by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; Effective Date, (B) that attached thereto are is a true and correct copies complete copy of resolutions duly adopted by the organizational documents board of directors (or equivalent governing body) of such Loan Party authorizing the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of the Loan Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the Borrower incumbency and specimen signature of this Agreement and the documents contemplated herebyResponsible Officer executing the certificate pursuant to clause (ii) above;
(iii4) A certificate signed by either the chief financial officer, principal accounting officer or treasurer Administrative Agent shall have been paid all reasonable out of pocket costs and expenses of the Borrower stating that Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (A) including the representations reasonable fees and warranties contained in Section 4.01 are correct on and expenses of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, as of counsel to the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateAdministrative Agent); and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c5) the Administrative Agent shall have received evidencefrom Debevoise & Xxxxxxxx LLP, counsel to the Loan Parties, an executed legal opinion covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Atkore International Holdings Inc.)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Seller are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel and naming the Seller as the “Debtor/Seller”, the Purchaser as “Secured Party/Buyer” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller;
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Delaware, together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, each Lender Agent and the Administrative Agent; and
(c) , and the Purchaser, each Lender Agent and the Administrative Agent shall have received evidencefrom the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser, each Lender Agent and the Administrative Agent may have requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Purchaser;
(ix) the Borrower has Seller shall have paid all fees then required to be paid by it on the Closing Date; and
(x) one or will pay more favorable Opinions of Counsel from counsel to the Seller with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Golub Capital BDC, Inc.), Purchase and Sale Agreement (Fifth Street Finance Corp)
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) representations set forth in Sections 5 and 7 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to the Administrative Agent:
(ia) Certified copies of resolutions of This Amendment, duly executed and delivered by the Board of Directors or equivalent managing body of Borrower, Holdings, the Borrower approving Subsidiary Loan Parties, the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Required Lenders and the documents contemplated herebyAdministrative Agent;
(iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties contained in Section 4.01 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such date earlier date; (ii) since December 31, 2014, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Default or Event of Default (other than such Default or Unmatured Event of Default expressly waived by Section 3 above) has occurred and is continuing on as of the date hereof and no Default or Event of such certificateDefault will exist after giving effect to the amendments contemplated by this Amendment;
(c) A Reaffirmation of Obligations Under Loan Documents (the "Reaffirmation") dated as of the date hereof duly executed by each Loan Party, in the form of Exhibit I attached hereto;
(d) The payment of all fees and other amounts due and payable on or prior to the effective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and the other documents and agreements executed and delivered in connection herewith) required to be reimbursed or paid by the Borrower and Holdings hereunder; and
(ive) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) Such other documents as the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Perion Network Ltd.), Credit Agreement (Perion Network Ltd.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) The amendments set forth in clause 2 hereof shall become effective if, on or before April 15, 2011, all immediately upon the date (the “Effective Date”) when each of the following conditions precedent shall first have been satisfied:
(a) Each of the parties hereto (which shall include the Required Lenders and each Electing Term Lender as provided in clause (b) of this Section 4) shall have executed and delivered this Amendment;
(b) All Term B-2 Lenders may elect (the “Electing Term Lenders”) to become Term B-4 Lenders and holders of Term B-4 Loans subject to all of the rights, obligations and conditions thereto under the Credit Agreement, as amended hereto, by executing the appropriate signature page in accordance with clause 5 hereof and delivering to the Administrative Agent such signature page (the “Term B-4 Loan Notice”) stating the amount of either (i) their Base Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Base Rate Loan or (ii) their Eurocurrency Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Eurocurrency Rate Loan, as applicable immediately prior to the effectiveness of the Credit Agreement, as amended hereto (the “Proposed Term B-4 Loan Amount”); provided that the aggregate amount of all Term Loans that may be reclassified as Term B-4 Loans in accordance with this clause 4(b) shall not exceed $1,000,000,000 (the “Extended Term Loan Cap”). In the event that the Electing Term Lenders collectively submit Term B-4 Loan Notices prior to the Consent Deadline indicating that the aggregate Proposed Term B-4 Loan Amount would exceed the Extended Term Loan Cap, such Electing Term Lenders shall be deemed to have extended and reclassified their Term B-2 Loans for either Term B-4 Base Rate Loans or Term B-4 Eurocurrency Rate Loans, as applicable, in an amount obtained by multiplying each such Electing Term Lender’s individual Proposed Term B-4 Loan Amount as set forth on such Electing Term Lender’s signature page to this Amendment as of the Consent Deadline (as defined below) by the quotient obtained by dividing the Extended Term Loan Cap by the aggregate Proposed Term B-4 Loan Amount of all Lenders obtained prior to the Consent Deadline, with rounding adjustments with respect to the amount to be allocated to each such Electing Term Lender as the Administrative Agent may determine in its discretion.
(c) Each Term Lender executing this Amendment as a “Term B-4 Lender” shall have received, if requested by it, one or more replacement Notes payable to the order of such Term B-4 Lender duly executed by the Borrower in substantially the form of Annex B to Amendment No. 5, as amended hereto, as the case may be, evidencing such Term Lenders’ Term B-4 Loans, as extended; provided that such Term B-4 Lender shall have returned to the Borrower any Note held by it prior to the Effective Date.
(d) The Borrower shall have paid all reasonable fees and out-of-pocket expenses (including the reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) incurred by the Administrative Agent, Deutsche Bank Securities Inc., Xxxxx Fargo Securities, LLC and Banc of America Securities LLC in connection with the preparation, negotiation and execution of this Amendment or otherwise required to be paid in connection with this Amendment, to the extent invoiced at least one Business Day prior to the date hereof.
(e) The Administrative Agent shall have received evidencesuch opinions as may reasonably be requested by it, including an opinion of Ropes & Xxxx LLP, New York counsel to the Loan Parties, each dated as of the Effective Date and reasonably satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;.
(bf) the The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property;
(ig) The Administrative Agent shall have received from the Borrower a counterpart of this Agreement signed on behalf consent fee payable in Dollars for the account of each party hereto or Lender (iiother than a Defaulting Lender) written evidence (which may include electronic transmission of a signed that has returned an executed signature page of to this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on August 18, 2009 (the “Consent Deadline” and otherwise in form and substance satisfactory each such Lender, a “Consenting Lender”) equal to the Administrative Agent:
(i) Certified copies of resolutions 0.05% of the Board sum of Directors or equivalent managing body (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower Consent Deadline with respect to this Agreement which a consent was delivered and (y) the documents contemplated hereby;aggregate amount of the Revolving Credit Commitment, if any, of such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered.
(iih) A The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents a Responsible Officer of the Borrower, certifying the conditions precedent set forth in each case in effect on such date; Sections 4.02(a) and (Cb) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct Credit Agreement shall have been satisfied on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Corp)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders Amendment and the obligations of the Borrower hereunder) Waiver shall become effective if, on or before April 15, 2011, all the date (the “First Amendment Effective Date”) when each of the following conditions precedent shall have been satisfied:
(i) (a) Company, the Administrative Agent, the 2013 Incremental Term Lenders and the Requisite Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent, (b) Company, the Administrative Agent and each 2013 Incremental Term Loan Lender shall have signed a counterpart (whether the same or different counterparts) of that certain 2013 Incremental Term Loan Commitment Agreement, dated as of the date hereof (the “2013 Incremental Term Loan Commitment Agreement”) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent and (c) each Subsidiary Guarantor shall have signed a counterpart (whether the same or different counterparts) of an acknowledgement in connection with the 2013 Incremental Term Loan Commitment Agreement and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent;
(ii) the Administrative Agent shall have received evidencefrom Company and each other Loan Party the following:
(a) an officer’s certificate certifying that no amendments, satisfactory modifications or changes have been made to (i) the Certificate or Articles of Incorporation or other appropriate organizational documents of such Loan Party and (ii) the Bylaws or similar organizational documents of such Loan Party, since such documents were delivered to the Administrative AgentAgent on the Closing Date, that together with a good standing certificate from the Borrower has paid (Secretary of State of such Loan Party’s jurisdiction of incorporation or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit formation each dated a recent date prior to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedFirst Amendment Effective Date;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions Resolutions of the Board of Directors or equivalent managing similar governing body of such Loan Party (or other evidence reasonably satisfactory to the Borrower Administrative Agent) approving and authorizing the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Amendment and Waiver and the Amended Credit Agreement, certified as of the First Amendment Effective Date by the Borrower corporate secretary, an assistant secretary or a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment; and
(c) Signature and incumbency certificates of the officers of such Loan Party executing this Agreement Amendment and the documents contemplated herebyWaiver;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are 5 of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of that First Amendment Effective Date to the date of such certificate same extent as though made on and as of that date, except to the extent such date representations and (B) no Event of Default or Unmatured Event of Default has occurred warranties specifically relate to an earlier date, in which case such representations and is continuing warranties shall have been true and correct in all material respects on the date and as of such certificateearlier date; and
(iv) A favorable opinion Company shall have paid (x) for distribution to each Lender which executes and delivers a counterpart of Xxxxxxx Xxxxx this Amendment and Waiver by 5:00 p.m. (EDT) on October 10, 2013, an amendment fee equal to 0.10% of the sum of such Lender’s Revolving Loan Exposure plus such Lender’s Term Loan Exposure, in each case, as of the First Amendment Effective Date (prior to giving effect to any Lender’s 2013 Incremental Term Commitment), (y) to Credit Suisse Securities (USA) LLC all fees set forth in the Engagement Letter dated as of October 3, 2013 between the Borrower and Credit Suisse Securities (USA) LLC within the time periods specified therein and (z) to the Administrative Agent for the account of the Administrative Agent all reasonable fees, expenses and other amounts payable to the Administrative Agent in connection with this Amendment and Waiver (including, without limitation, all reasonable legal fees and expenses of White & Case LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable an invoice has been provided to Company prior to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the First Amendment Effective Date).
Appears in 2 contracts
Samples: Credit Agreement (Alliance HealthCare Services, Inc), Credit Agreement (Alliance Health Services Inc)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on upon satisfaction (or before April 15, 2011, all waiver by the Agent) of the following conditions precedent have been satisfied:
(a) the Administrative precedent: The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, duly executed, each (unless otherwise specified below) dated a date reasonably satisfactory to the Administrative Agent Closing Date and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies : xxxx executed counterpart of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement Agreement; duly executed Security Documents and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents required to be delivered hereunderthereunder on the Closing Date, including UCC-1 financing statements; (B) that attached thereto are true and correct certified copies of (1) the organizational documents Organization Documents (including any amendments or supplements thereto) of the Borrower, in each case in effect on such date; (2) the resolutions of the board of directors (or similar governing body) of the Borrower authorizing and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for approving the due execution, delivery and performance by the Borrower of this Agreement Agreement, the Security Agreement, and the other Transaction Documents and the Loans hereunder, and otherwise satisfactory to the Agent, and (3) documents contemplated hereby;
(iii) A evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, the Security Agreement, and any other Transaction Document; a certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that certifying the names and true signatures of the Responsible Officers of the Borrower authorized to sign this Agreement, the Security Agreement, any other Transaction Document, or any other document to be delivered hereunder or thereunder; certificate evidencing the good standing of the Borrower in its jurisdiction of formation dated a date not earlier than twenty (A20) days prior to the representations Closing Date as to the good standing of the Borrower; the results of tax, judgment and warranties contained Xxxx searches on the Borrower, obtained by and satisfactory to the Agent, and dated as of a recent date; the initial rating and confirmation letter as set forth in Section 4.01 are correct on and as 5(o), which shall be reasonably acceptable to the Agent; LEGAL_US_E # 171549701.1171549701.5 an opinion letter of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx Xxxxxx & Bird LLP, primary transaction counsel for to the Borrower and Xxxxxxx LLP, Maryland counsel to the Borrower, in each case, in form and substance reasonably acceptable satisfactory to the Administrative Agent; and
(c) a true and correct written copy of the Administrative Valuation Methodology in effect on the Closing Date; and such other assurances, certificates, documents, consents, or opinions as the Agent reasonably may request in writing. The Borrower shall have paid all fees and expenses required to be paid by it on the Closing Date in accordance with Section 9(e). The Custody Account shall have been established by the Borrower and the Control Agreement shall have been executed with respect thereto. The Agent shall have received evidence, satisfactory completed its due diligence review with respect to the Administrative AgentBorrower and the Investment Adviser and is satisfied, in its sole and absolute discretion, with the result of its due diligence review, including its due diligence review of the Borrower’s Investment Policies and Restrictions. The Lenders shall have received all documentation and other information that the Lenders have reasonably requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. To the extent the Borrower has paid (or will pay with qualifies as a “legal entity customer” under the proceeds of Beneficial Ownership Regulation, the initial Credit Extensions) all fees and, Borrower shall deliver a Beneficial Ownership Certification to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable Agent at least five days prior to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Terra Property Trust, Inc.), Credit Agreement (Terra Income Fund 6, LLC)
Conditions Precedent to Effectiveness. This Agreement Limited Waiver, Release, and Amendment shall be effective on the date (including the Commitments of “Effective Date”) upon which the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Administrative Agent receives each of the following items (other than the items listed on Schedule 7.1, as revised hereby, which items or conditions precedent have been satisfied:are hereby permitted to be delivered or satisfied after the Effective Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1):
(a) counterparts of this Limited Waiver, Release, and Amendment executed by the Administrative Agent shall have received evidenceCompany, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLenders;
(b) the Administrative Agent shall have received Guarantors’ Consent and Agreement executed by each Guarantor;
(ic) a counterpart Revolver Note for each Lender requesting a Note, payable to the order of this Agreement signed on behalf such requesting Lender, reflecting such Lender’s revised Commitment;
(d) legal opinions of each party hereto or (ii) written evidence (which may include electronic transmission Xxxxxx X. Xxxx, General Counsel of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement Vail Resorts, Inc., and each of Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel to the following documentsCompany and the other Restricted Subsidiaries, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:;
(e) an Officers’ Certificate for the Restricted Companies (i) Certified copies of attaching resolutions of the Board of Directors or equivalent managing body of the Borrower approving authorizing the transactions contemplated by this Agreement hereby, (ii) certifying that no changes have been made to the Restricted Companies’ respective articles of incorporation or organization, bylaws, or operating agreements since the date such documents were previously provided to the Administrative Agent, as applicable, (iii) listing the names and of all documents evidencing other necessary organizational action titles of the Borrower with respect to this Agreement Responsible Officers, and the documents contemplated hereby(iv) providing specimen signatures for such Responsible Officers;
(iif) A a certificate signed by a Responsible Officer certifying that (i) all of the Secretary or an Assistant Secretary of Borrower certifying (A) the names representations and true signatures warranties of the officers of Companies in the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto Loan Papers are true and correct copies in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by the Credit Agreement); (ii) no Default or Potential Default exists under the Credit Agreement or would result from the execution and delivery of this Limited Waiver, Release, and Amendment; (iii) there has been no event or circumstance since July 31, 2006 that has had or could be reasonably expected to result in, either individually or in the organizational documents of the Borroweraggregate, in each case in effect on such datea Material Adverse Event; and (Civ) except as set forth on Schedule 8.7 of the Credit Agreement, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that attached thereto are true could reasonably be expected to (A) materially and correct copies of all governmental and regulatory authorizations and approvals required for adversely affect the due executionCompanies, delivery and performance or (B) adversely affect any transaction contemplated by the Borrower Credit Agreement, the rights and remedies of this Agreement the Administrative Agent, Lenders, and the documents contemplated herebyL/C Issuers under the Credit Agreement, or the ability of the Companies or any other obligor under any Guaranty to perform their respective obligations under the Credit Agreement;
(iiig) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that evidence (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, ) that the Borrower has paid Commitment Usage does not exceed the Total Commitment (or will pay with as reduced hereby);
(h) such organizational documents, Guaranties, Pledge Agreements, financing statements, and other documents as the proceeds Administrative Agent may deem reasonably necessary to reflect the changes to Schedule 8.2 (including, without limitation, the addition of NPHC as a Restricted Subsidiary); and
(i) payment of an extension fee for the benefit of the initial Credit Extensions) all fees and, Lenders equal to the extent billed, expenses payable by product of (a) five basis points (0.05%) times (b) the Borrower hereunder on Total Commitment as of the Effective Date (including amounts then payable after giving effect to the Joint Active Lead Arrangers reduction in the Total Commitment contemplated by this Limited Waiver, Release, and the AgentsAmendment). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Fourth Amended and Restated Credit Agreement (Vail Resorts Inc), Fourth Amended and Restated Credit Agreement (Vail Resorts Inc)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligation of the Lenders each Lender, each LC Issuing Bank and the obligations Swingline Lender to make the initial Extension of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (i) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for the Swingline Lender, each Lender and each LC Issuing Bank:
(i) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(ii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iii) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents (including, without limitation, the amendment or replacement of the existing General and Refunding Mortgage Bond).
(iiiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date.
(v) A favorable opinion of in-house counsel for the Borrower, substantially in the form of Exhibit D-1 hereto.
(vi) A favorable opinion of special New York counsel for the Borrower, substantially in the form of Exhibit D-2 hereto.
(vii) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, in the form of Exhibit E hereto.
(viii) The General and Refunding Mortgage Bond referred to in clause (a) of the definition thereof, duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee.
(ix) (A) Certified copies of the General and Refunding Mortgage Indenture as in effect on the Closing Date; (B) an Officer’s Certificate pursuant to a supplemental indenture or board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bond referred to in paragraph (viii) above; (C) a “Company Order” (as defined in the General and Refunding Mortgage Indenture) requesting authentication of such General and Refunding Mortgage Bond by the Indenture Trustee; and (CD) that attached thereto all legal opinions provided in connection with the issuance of such General and Refunding Mortgage Bond, including any provided pursuant to Section 4.01(d) of the General and Refunding Mortgage Indenture.
(b) On such 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 Borrower, dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate effectiveness as though made on and as of such date and date, and
(Bii) no Event of Default or Unmatured Event of Default No event has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; andthat constitutes a Default.
(c) The Borrower and each Lender that is an LC Issuing Bank on such date shall have entered into an LC Issuing Bank Fee Letter.
(d) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, the Global Coordinator, the Joint Lead Arrangers and the Lenders payable on the date hereof (including the accrued fees and expenses of counsel to the Administrative Agent to the extent then due and payable).
(e) The Administrative Agent shall have received evidenceall documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, satisfactory including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders reasonably in advance of the date hereof.
(f) The Administrative Agent shall have received a copy of a letter agreement, dated as of June 27, 2014, among the Borrower, the Administrative Agent and any “Lender” (as defined in the Existing Credit Agreement) party to the Existing Credit Agreement that is not an Initial Lender hereunder, evidencing the termination of the “Commitment” (as defined in the Existing Credit Agreement) of such “Lender”.
(g) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, that the Borrower has paid (Swingline Lender, any Lender or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, any LC Issuing Bank shall have reasonably requested through the Administrative Agent shall notify reasonably in advance of the Borrower, the Lenders and the LC Issuers as to the Effective Datedate hereof.
Appears in 2 contracts
Samples: Credit Agreement (Nevada Power Co), Credit Agreement (Sierra Pacific Power Co)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) [reserved].
(f) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The effectiveness of the Lenders this Amendment and the obligations of the Borrower hereunder) shall become effective ifAdministrative Agent, on the Collateral Agent, the 2016 Acquisition Term Loan Lenders and the Required Lenders to enter into this Amendment are subject to the satisfaction or before April 15, 2011, all waiver of the following conditions precedent have been satisfiedon or prior to the Third Amendment Effective Date:
(a) the Administrative Agent shall have received evidencean executed original (or photocopy with the original to follow after the Third Amendment Effective Date) of:
(i) the Amendment,
(ii) a solvency certificate from a Financial Officer of Holdings or the Borrower, substantially in the form of Exhibit G hereto,
(iii) the Term Note(s) evidencing the 2016 Acquisition Term Loans, and
(iv) an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, (a) certifying that the Borrower has paid conditions set forth in Section 4(g), Section 4(h)(i), Section 4(i), Section 4(j) and Section 4(k) hereof shall have been satisfied and (or will pay with the proceeds b) attaching an executed copy of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Acquisition Agreement and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedany exhibits, schedules and documents related thereto;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory from or with respect to Holdings and the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentBorrower:
(i) Certified copies of resolutions a copy of the Board certificate or articles of Directors incorporation or equivalent managing body organization, including all amendments thereto, certified as of a recent date by either the Secretary of State of the Borrower approving state of its organization or such Governmental Authority, and, to the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower extent readily available with respect to this Agreement franchise Taxes, a certificate certifying that such Loan Party has paid all franchise Taxes due and payable on or prior to the documents contemplated herebydate of such certificate and such Loan Party is duly organized and in good standing under the laws of such jurisdiction;
(ii) A a certificate of the Secretary, Assistant Secretary or an Assistant Secretary other Responsible Officer of Borrower each Loan Party dated the Third Amendment Effective Date and certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct complete copies of the organizational documents Organizational Documents of the Borrower, in each case such Loan Party as in effect on such date; and the Third Amendment Effective Date, (CB) that attached thereto are is a true and correct copies complete copy of all governmental and regulatory authorizations and approvals required for resolutions duly adopted by the due Governing Body of such Loan Party authorizing the execution, delivery and performance by of the Borrower Loan Documents and, in the case of this Agreement the Borrower, the borrowing of the 2016 Acquisition Term Loans hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the documents contemplated hereby;charter or articles or certificate of incorporation or organization of such Loan Party have not been amended since the date thereof, and (D) as to the incumbency and specimen signature of each officer executing any Loan Documents or any other document delivered in connection herewith on behalf of such Loan Party; and
(iii) A certificate signed by either a certification of another officer as to the chief financial officer, principal accounting officer or treasurer incumbency and specimen signature of the Borrower stating that Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above;
(c) prior to the making of the 2016 Acquisition Term Loans, the Administrative Agent shall have received a Notice of Borrowing, substantially in the form of Exhibit C hereto;
(d) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, a favorable written opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Loan Parties (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders, and (C) covering such other matters relating to the Amendment and the Loan Documents as the Administrative Agent shall reasonably request and that are customary to cover in transactions of this type, and the Borrower hereby requests such counsel to deliver such opinions;
(e) the Lenders shall have received evidence reasonably satisfactory to the Administrative Agent that all existing indebtedness for borrowed money of RunBook and any of its subsidiaries (other than debt permitted under the Credit Agreement) shall have been (or substantially simultaneously with the consummation of the RunBook Acquisition shall be) repaid in full and all commitments to lend or make other extensions of credit thereunder have been terminated and all liens securing such indebtedness or other obligations thereunder have been released and/or terminated (other than liens permitted under the Credit Agreement);
(f) the Borrower shall have paid to the Administrative Agent (i) for the ratable distribution to each 2016 Acquisition Term Loan Lender, the Yield Enhancement Fee pursuant to Section 2.05(b) of the Credit Agreement and (ii) such other amounts due and payable on or prior to the Third Amendment Effective Date that are required to be paid under the Loan Documents, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. Once paid, none of the fees shall be refundable under any circumstance or subject to any right of setoff counterclaim or any similar right (each of which is hereby waived by Holdings and the Borrower);
(g) the Administrative Agent shall be reasonably satisfied that all of the terms and conditions precedent to the RunBook Acquisition, other than with respect to the payment of the purchase price and other conditions that by their nature are only satisfied at the closing (other than Section 5.1(h) of the RunBook Acquisition Agreement), have been satisfied in accordance with the RunBook Acquisition Agreement;
(i) the representations and warranties contained of Holdings and its subsidiaries (other than with respect to RunBook and its subsidiaries) set forth in Section 4.01 Article III of the Credit Agreement and in the other Loan Documents and the representations and warranties regarding RunBook in the RunBook Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate the Borrower’s or such Affiliates’ obligations under the RunBook Acquisition Agreement (or the right not to consummate the RunBook Acquisition) as a result of a breach of such representations and warranties in the RunBook Acquisition Agreement shall, in each case, be true and correct in all material respects on and as of the date of such certificate Third Amendment Effective Date to the same extent as though made on and as of that date (or, to the extent such date representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects on and as of such earlier date); provided, that, if a representation and warranty is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this Section (4)(j)(i) and (Bii) the Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Amendment provides shall be performed or satisfied by it on or before the Third Amendment Effective Date except as otherwise disclosed to and agreed to in writing by the Administrative Agent or that are otherwise waived;
(i) No “Material Adverse Effect” (as defined in the RunBook Acquisition Agreement) shall have occurred between August 16, 2016 and the Third Amendment Effective Date;
(j) no Event of Default shall have occurred and be continuing or Unmatured would result immediately from the consummation of the RunBook Transactions other than an Event of Default has occurred arising under Section 7.01(c) with respect to a representation or warranty regarding RunBook or any of its subsidiaries set forth in Article III of the Credit Agreement and is continuing on in the date of such certificateother Loan Documents; and
(ivk) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable Immediately after giving effect to the Administrative Agent; and
RunBook Transactions (cassuming for purposes of this clause (m) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower RunBook Acquisition has paid (or will pay with been consummated), the proceeds aggregate amount of unrestricted cash and cash equivalents of the initial Credit Extensions) all fees andBorrower and its subsidiaries, to the extent billedon a consolidated basis, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datebe no less than $5,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Blackline, Inc.), Credit Agreement (Blackline, Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Eighth Amendment shall become effective if, on or before April 15, 2011, all as of the date hereof only upon satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) the due execution and delivery of a counterpart signature page to this Eighth Amendment by each of Borrower, Guarantor, the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Eighth Amendment Effective Date), Administrative Agent shall have received evidence, satisfactory to the Administrative and Hermes Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) receipt by Administrative Agent of a duly executed copy of (i) the New Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) such other agreements evidencing the Refinancing as Administrative Agent shall have received reasonably request;
(ic) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the receipt by Administrative Agent and otherwise Hermes Agent of the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) Certified copies of each Organizational Document of each of the Credit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment;
(ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Eighth Amendment;
(iii) resolutions of the Board of Directors or equivalent managing similar governing body of each Credit Party approving and authorizing the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement Eighth Amendment and the agreements executed and documents contemplated herebydelivered in connection herewith, certified as of the Eight Amendment Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment;
(iiiiv) A a good standing certificate signed from the applicable Governmental Authority of each Credit Party’s jurisdiction of formation dated a recent date;
(d) receipt by either the chief financial officer, principal accounting officer or treasurer Administrative Agent and Hermes Agent of an acknowledgment from Hermes of the amendments contemplated by this Eighth Amendment, which acknowledgment shall be in form and substance satisfactory to Administrative Agent and Hermes Agent;
(e) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation;
(f) Borrower stating that shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (A) constituting all Lenders under the representations and warranties contained in Section 4.01 are correct on and Credit Agreement as of the date Effective Date), a work fee in the amount of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate$100,000; and
(ivg) A favorable opinion receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of Xxxxxxx Xxxxx LLPthe Eighth Amendment Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, counsel for the Borrowernegotiation and execution of this Eighth Amendment or any document, in form instrument, agreement delivered pursuant to this Eighth Amendment, and substance reasonably acceptable to the Administrative Agent; and
(c) all other reasonable and documented costs and expenses of the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds described in Section 12.8.1 of the initial Credit Extensions) all fees andAgreement, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date invoiced at least two (including amounts then payable 2) Business Days prior to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Eighth Amendment Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP)
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Restatement Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Restatement Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Second Tier Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that the copy of the certificate of formation of the Seller attached thereto are true is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerformation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that the copy of the amended and restated limited liability company agreement of the Seller attached thereto are true is a complete and correct copies copy, and that such amended and restated limited liability company agreement has not been amended, modified or supplemented and is in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller attached thereto approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Second Tier Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andformation;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller;
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Purchaser and its assigns), dated a date reasonably near to the Restatement Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Delaware, together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Agent, and the Purchaser and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Agent may have reasonably requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser;
(ix) the Seller shall have paid all fees required to be paid by it on the Restatement Date; and
(cx) the Administrative Agent shall have received evidence, satisfactory one or more favorable Opinions of Counsel from counsel to the Administrative Agent, that Seller with respect to the Borrower has paid (or will pay with the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 2 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Joinder shall become not be effective if, on or before April 15, 2011, all until each of the following conditions precedent have been satisfiedfulfilled to the reasonable satisfaction of the Agent:
(a) the Administrative Agent This Joinder shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable been duly executed and delivered by the Borrower under the Existing Credit Facility respective parties hereto, and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;shall be in full force and effect.
(b) All action on the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each part of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement New Guarantor and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required Loan Parties necessary for the due valid execution, delivery and performance by the Borrower New Guarantor and the other Loan Parties of this Agreement Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the documents contemplated hereby;Agent shall have been provided to the Agent.
(iiic) A certificate signed by either The New Guarantor shall have delivered the chief financial officer, principal accounting officer or treasurer of following to the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the BorrowerAgent, in form and substance reasonably acceptable satisfactory to the Administrative Agent:
(i) Copies of the New Guarantor’s Organization Documents and such other documents and certifications as the Agent may reasonably require to evidence that the New Guarantor is duly organized or formed, and that the New Guarantor is validly existing, in good standing in its jurisdiction of organization or formation.
(ii) Certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the New Guarantor as the Agent may require evidencing (A) the authority of the New Guarantor to enter into this Joinder and the other Loan Documents to which the New Guarantor is a party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Joinder and the other Loan Documents to which the New Guarantor is a party or is to become a party.
(iii) Execution and/or delivery by the New Guarantor of the following Loan Documents:
a) Blocked Account Agreement with Bank of America, N.A.
b) An Information Certificate duly completed by the New Guarantor;
c) Evidence satisfactory to the Agent that the insurance policies required for the New Guarantor by the Credit Agreement are in full force and effect, together with appropriate evidence showing notice of cancellation, lender loss payable and/or additional insured clauses or endorsements in favor of the Agent; and
d) Such other documents and agreements as the Agent may reasonably require to accomplish the purposes hereof.
(cd) Upon the Administrative request of the Agent in its sole discretion, the Agent shall have received evidencea written legal opinion White & Case LLP, satisfactory counsel to the Administrative AgentNew Guarantor, that addressed to the Borrower has paid Agent and each Lender, covering such matters relating to the New Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agent may reasonably request.
(or will pay e) The Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements and filings with the proceeds United States Patent and Trademark Office and the United States Copyright Office and Blocked Account Agreements, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the initial Agent.
(f) All reasonable fees and Credit Extensions) all fees and, to the extent billed, expenses payable Party Expenses incurred by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers Agent and the Agents). Promptly upon other Credit Parties in connection with the occurrence thereof, preparation and negotiation of this Joinder and related documents shall have been paid in full by the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateNew Guarantor.
Appears in 2 contracts
Samples: Joinder Agreement (Sequential Brands Group, Inc.), Joinder Agreement (Sequential Brands Group, Inc.)
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of is subject to the following conditions precedent have been satisfiedbeing satisfied on or prior to the date of this Agreement:
(a1) execution and delivery of this Agreement by the Loan Parties, the Agent and each of the Lenders;
(2) the Administrative Agent shall have received evidence, satisfactory to a copy (certified by an authorized officer of the Administrative Agent, that applicable Loan Party) of (i) the Borrower has paid charter documents and by-laws (or will pay with equivalent) of each Loan Party; (ii) the proceeds resolutions of the initial Credit Extensionsboard of directors (or equivalent governing body) of each Loan Party approving the borrowing and other matters contemplated by this Agreement; and (iii) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments other instruments evidencing necessary corporate or other action of each Loan Party with respect to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedsuch matters;
(b3) the Administrative Agent shall have received (i) a counterpart certificate of this Agreement signed on behalf a senior officer of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower Loan Party certifying (A) the names and true signatures of the its officers of the Borrower authorized to sign this Agreement and the Loan Documents to which it is a party;
(4) the Agent shall have received a certificate of status, compliance, good standing or like certificate, if applicable, with respect to each Loan Party issued by the appropriate Governmental Entity in the jurisdiction of its incorporation or formation;
(5) the Agent shall have received favourable opinions of counsel to the Loan Party in the jurisdiction of incorporation of such entity (if applicable) and each other documents relevant jurisdiction covering such matters relating to be delivered hereunder; the Loan Party as the Agent shall reasonably request;
(B6) receipt by the Agent and the Lenders of a Compliance Certificate calculating the financial covenants specified in Section 8.03 herein on a pro forma basis and evidencing compliance by the Parent therewith (using Adjusted EBITDA and Interest Expense for last twelve months ending June 30, 2023 including Funded Debt as of the date hereof);
(7) without limiting Section 6.02, the Agent and the Lenders shall have received a certificate of an officer of the Loan Parties certifying (i) that attached thereto all of the representations and warranties, except where made only as of an earlier date, of the Loan Parties herein are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date Closing Date, and (Bii) that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the closing of the transactions contemplated by this Agreement;
(8) all reasonable and documented out-of-pocket fees and expenses (including the reasonable legal fees and disbursements of legal counsel) payable under or in connection with this Agreement shall have been paid in full;
(9) receipt by the Lenders of the most recent Financial Quarter unaudited consolidated financial statements of the Tucows Group and Ting Fiber Group on a Consolidated Basis;
(10) no litigation shall directly or indirectly affect any Tucows Group Entity other than litigation which could not reasonably be expected to result in a Material Adverse Change;
(11) the date Agent and the Lenders shall be satisfied with the organizational and capital structure of the Tucows Group and Ting Fiber Group as at the Closing Date;
(12) the Agent and the Lenders shall be satisfied that, since June 30, 2023, there has not been a Material Adverse Change and they shall be satisfied with the disclosure of the Borrowers and other Loan Parties material contingent obligations since such date;
(13) the Agent shall have received a satisfactory payout letter duly executed by each of Royal Bank of Canada, as agent, in respect of the existing credit facility in favour of certain of the Loan Parties, along with total discharges of, or an undertaking to discharge, any and all security interests related to such facilities previously filed against of the Loan Parties;
(14) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgments, undertakings, directions, postponements, subordinations (including in respect of shareholder debt), non-disturbance agreements, control agreements, estoppel letters or certificates, negotiable documents of title and other documents and instruments to the Agent shall have been made which, in the opinion of the Lenders’ counsel, are necessary to make effective the Security created or intended to be created by the Loan Parties pursuant to the Loan Documents and to ensure the perfection and the intended first ranking priority (subject to Permitted Liens) of the Security;
(15) the Agent shall have received evidence of the receipt by the Loan Parties of all necessary consents and approvals required from any creditor, Governmental Entity or other Person for the entry into, execution and delivery of the Loan Documents and the performance of their obligations thereunder, satisfactory to the Agent, acting reasonably;
(16) the Agent and the Lenders shall have received a satisfactory certificate of insurance issued by the Loan Parties’ insurance broker in respect of all policies maintained by the Loan Parties which are, in the case of liability insurance, to name the Agent as an additional insured, mortgagee (or first mortgagee in such jurisdictions where it is conventional to indicate the rank of such certificateinterest) and, in the case of property insurance (excluding accounts receivable insurance), loss payee (or first loss payee in such jurisdictions where it is conventional to indicate the rank of such interest), in Canada and the United States and in other jurisdictions where it is customary to do so in the relevant jurisdiction in which the Loan Party has an insurance policy;
(17) the Agent and the Lenders shall have completed to their satisfaction a due diligence review of the Tucows Group, the Ting Fiber Group and the property, assets and undertakings of each Tucows Group Entity and Ting Fiber Group Entity, including all financial, environmental, legal, know-your-client and anti-money laundering due diligence; and
(iv18) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable receipt by the Borrower hereunder on Agent of any additional disclosure, documents or information that may be reasonably requested by the Effective Date (including amounts then payable to Agent or the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateLenders.
Appears in 2 contracts
Samples: Credit Agreement (Tucows Inc /Pa/), Credit Agreement (Tucows Inc /Pa/)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments As conditions precedent to each extension of the Lenders and the obligations of Revolving Credit Maturity Date, the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent have been satisfied:are satisfied or waived, the “Extension Effective Date”):
(ai) the The Administrative Agent shall have received evidencean Extension Notice within the period required under Section 2.14(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, satisfactory no Default shall have occurred and be continuing;
(iii) The Borrower shall have paid to the Administrative Agent, that for the Borrower has paid (or will pay with the proceeds pro rata benefit of the initial Revolving Credit Extensions) all amounts then payable by Lenders based on their Applicable Revolving Credit Percentages as of the Borrower under applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Existing Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedshall not be refundable for any reason;
(biv) the The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) a counterpart of this Agreement signed on behalf of (A) certifying and attaching the resolutions adopted by each party hereto Loan Party approving or consenting to such extension or (iiB) written evidence (which may include electronic transmission certifying that, as of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of such Extension Effective Date, the following documents, each dated a date reasonably satisfactory resolutions delivered to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions Lenders on the Closing Date include approval for an extension of the Board Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement adoption and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 4.01 are correct 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such certificate as though made extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Event Default exists;
(v) upon the reasonable request of Default or Unmatured Event of Default has occurred any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and is continuing on such Lender shall be reasonably satisfied with, the date of such certificatedocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLPat least fifteen days prior to the applicable Extension Effective Date, counsel for if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.)
Conditions Precedent to Effectiveness. This Agreement shall be effective on the date (including the Commitments of the Lenders and the obligations of the Borrower hereunder“Effective Date”) shall become effective if, on or before April 15, 2011, all that each of the following conditions precedent shall have been satisfiedfulfilled:
(a) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies counterparts of resolutions this Agreement executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A Term Loan Notes executed by the Borrower, payable to each Lender requesting a Term Loan Note and complying with the applicable provisions of Section 2.11.;
(iii) the Guaranty executed by each Subsidiary which is required to be a Guarantor pursuant to Section 4.3., if any, as of the Effective Date, and the Springing Guaranty executed by the Parent;
(iv) the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified by the Secretary of State of the state of formation of such Loan Party;
(v) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of the state in which such Loan Party has its principal place of business;
(vi) a certificate of incumbency signed by the Secretary or an Assistant Secretary (or other individual performing similar functions) of Borrower certifying (A) each Loan Party with respect to each of the names officers of such Loan Party authorized to execute and true signatures deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, and the officers of the Borrower then authorized to sign this Agreement deliver Notices of Borrowing, Notices of Continuation and Notices of Conversion;
(vii) copies certified by the Secretary or Assistant Secretary (or other documents to be delivered hereunder; individual performing similar functions) of each Loan Party of (Bi) that attached thereto are true and correct copies the by-laws of such Loan Party, if a corporation, the organizational documents operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of the Borrower, in each case in effect on such date; any other form of legal entity and (Cii) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for corporate, partnership, member or other necessary action taken by such Loan Party to authorize the due execution, delivery and performance of the Loan Documents to which it is a party;
(viii) an opinion of counsel to the Loan Parties, addressed to the Agent and the Lenders, in form reasonably satisfactory to the Agent;
(ix) the Fees then due and payable under Section 3.6., and any other Fees payable to the Agent and the Lenders on or prior to the Effective Date to the extent such Fees have been invoiced prior to the Effective Date;
(x) a Compliance Certificate (which for the purposes of the delivery pursuant to this section may be executed by the Borrower executive vice president, general counsel and secretary of the Parent instead of the chief financial officer of the Parent) calculated as of the Effective Date (and giving pro forma effect to the financing evidenced by this Agreement and the documents contemplated herebyuse of the proceeds of the Loans, if any, to be funded on the Effective Date);
(xi) Reserved;
(xii) Reserved;
(xiii) a disbursement statement setting forth in reasonable detail the application of the initial Loans being funded on the Effective Date, if any, and other closing costs and fees;
(xiv) Reserved;
(xv) Reserved; and
(xvi) such other documents, agreements and instruments as the Agent on behalf of the Lenders may reasonably request.
(b) In the good faith judgment of the Agent and the Lenders:
(i) there shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent, the Borrower and its other Subsidiaries delivered to the Agent and the Lenders prior to the Effective Date that has had or could reasonably be expected to result in a Material Adverse Effect;
(ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of any Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and
(iii) A certificate signed the Parent, the Borrower and its other Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Borrower or any other Loan Party is a party or by either which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the chief financial officerreceipt, principal accounting officer making or treasurer giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Borrower stating that (A) or any other Loan Party to fulfill its obligations under the representations and warranties contained in Section 4.01 are correct on and as Loan Documents to which it is a party or the ability of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable Agent to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateexercise its remedies hereunder.
Appears in 2 contracts
Samples: Term Loan Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.)
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) representations set forth in Sections 5 and 6 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to the Administrative Agent:
(ia) Certified copies of resolutions of This Amendment, duly executed and delivered by the Board of Directors or equivalent managing body of Borrower, Holdings, the Borrower approving Subsidiary Loan Parties, the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Lenders and the documents contemplated herebyAdministrative Agent;
(iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties contained in Section 4.01 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such date earlier date; (ii) since December 31, 2014, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Default or Event of Default (other than such Default or Unmatured Event of Default expressly waived by Section 3 above) has occurred and is continuing on as of the date hereof and no Default or Event of Default will exist after giving effect to the amendments contemplated by this Amendment;
(c) For the account of each Lender that has requested a promissory note in respect of such Lender's Revolving Commitment, a promissory note evidencing such Lender's Revolving Commitment, duly executed by a Responsible Officer of the Borrower;
(d) A Reaffirmation of Obligations Under Loan Documents (the "Reaffirmation") dated as of the date hereof duly executed by each Loan Party, in the form of Exhibit I attached hereto
(e) A legal opinion addressed to the Administrative Agent and each of the Lenders from Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, counsel to the Borrower and Holdings, which opinion shall be dated the date hereof and covering such matters relating to the Borrower, Holdings, this Amendment, and the transactions contemplated hereby as the Administrative Agent or the Lenders shall reasonably request;
(f) A certificate, dated as of the date hereof, signed by the Secretary of the Borrower, together with the resolutions of the Borrower in respect of the authorization and approval of the transactions contemplated by this Amendment;
(g) Certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the transactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(h) The payment of all fees and other amounts due and payable on or prior to the effective date of this Amendment, including (x) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower and Holdings hereunder and under that certain engagement letter dated February 18, 2016 among the Borrower, Holdings and the Lenders and (y) the fees owing under that certain fee letter dated February 18, 2016 among the Borrower, Holdings and the Lenders; and
(ivi) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) Such other documents as the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Perion Network Ltd.), Credit Agreement (Perion Network Ltd.)
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent precedent, unless specifically waived in writing by Agent (the date on which the conditions have been satisfied:satisfied or waived in writing by Agent, the “Effective Date”):
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each duly executed version of the following documents, in each dated a date reasonably satisfactory to the Administrative Agent and otherwise case, in form and substance satisfactory to the Administrative Agent:
(i) Certified this Amendment;
(ii) that certain (A) Fourth Amended and Restated Revolving Credit Note, dated as of the date hereof and made in favor of PNC by the Borrowers in the principal amount of $55,000,000, (B) Amended and Restated Revolving Credit Note, dated as of the date hereof made in favor of U.S. Bank National Association by the Borrowers in the principal amount of $27,500,000 and (C) Second Amended and Restated Swing Loan Note, dated as of the date hereof and made in favor of PNC by the Borrowers in the principal amount of $11,000,000;
(iii) that certain Second Amendment Fee Letter, dated as of the date hereof, by and among the Borrowers, Agent and PNC Capital Markets, LLC;
(iv) that certain Officer’s Closing Certificate, dated as of the date hereof, made by Xxxxxxx in favor of Agent;
(v) a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent dated as of the date hereof which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the Board board of Directors directors (or other equivalent governing body, member or partner) of such Borrower authorizing the execution, delivery and performance of this Amendment and any Other Document related thereto, (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and such Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, certified, in the case of any Certificate of Formation, Certificate of Incorporation or related document, by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of formation not more than thirty (30) days prior to the date hereof and (iv) the good standing (or equivalent managing body status) of such Borrower in its jurisdiction of organization, as evidenced by good standing certificate(s) (or the Borrower approving equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the date hereof, issued by the Secretary of State or other appropriate official of such jurisdiction;
(vi) executed legal opinions of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP and Xxxxxx Xxxxxxx LLP, which shall cover such matters incident to the transactions contemplated by this Agreement Amendment and of related agreements as Agent may reasonably require; and
(vii) all other documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyinformation as shall be reasonably requested by Agent or any Lender;
(iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Agent shall have received updated lien searches on each Borrower, in each case in effect on such date; the results of which shall be satisfactory to the Required Lenders and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyshall reveal no liens other than Permitted Encumbrances;
(iiic) A certificate signed by either After giving effect to this Amendment (for the chief financial officeravoidance of doubt, principal accounting officer or treasurer including the waiver of the Borrower stating that (A) Specified Events of Default set forth in Section 4.01), the representations and warranties made by the Loan Parties contained herein and in Section 4.01 are the Credit Agreement, as amended hereby, and the Other Documents, shall be true and correct on and in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, as if those representations and warranties were made for the first time on such date, except for those representations and warranties that are specifically made as of such certificate as though made on another date which shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date and other date;
(Bd) After giving effect to this Amendment (for the avoidance of doubt, including the waiver of the Specified Events of Default set forth in Section 4.01), no Default or Event of Default shall exist under the Credit Agreement or Unmatured any of the Other Documents, and no Default or Event of Default has occurred and is continuing on will result under the date Credit Agreement or any Other Documents from the execution, delivery or performance of such certificatethis Amendment; and
(ive) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to payment of all fees and expenses (i) due and payable under the Administrative Agent, that Fee Letter and (ii) incurred by Agent and the Borrower has paid (or will pay Required Lenders in connection with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereofAgreement, the Administrative Agent shall notify the Borrower, the Lenders Other Documents and the LC Issuers as to the Effective Datethis Amendment.
Appears in 2 contracts
Samples: Revolving Credit, Term Loan, Guaranty and Security Agreement (Dril-Quip Inc), Revolving Credit, Term Loan, Guaranty and Security Agreement (Innovex Downhole Solutions, Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 157, 20112012, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that (i) the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that Facility, (ii) all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated, and (iii) all obligations under or relating to the Existing Credit Facility shall have been discharged;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; and (D) that attached thereto is a certificate of good standing certified by the Secretary of State of the State of Illinois dated a recent date prior to the date hereof;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion Favorable opinions of Xxxxxxx Xxxxx LLP, outside counsel for the Borrower and of Xxxxx Xxxxxx, Senior Vice President and Deputy General Counsel of Exelon and Assistant Secretary of the Borrower, each in form and substance reasonably acceptable to the Administrative Agent; and;
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents); and
(d) the Administrative Agent and the Lenders shall have received from the Borrower all documentation and other information required by any regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Commonwealth Edison Co)
Conditions Precedent to Effectiveness. This Agreement (including a) The effectiveness of this Amendment is subject to the Commitments satisfaction of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfiedprecedent:
(ai) The Borrower, the Administrative Agent shall have received evidenceGuarantors, satisfactory to the Administrative Agent, that and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Required Banks shall have executed and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminateddelivered this Amendment;
(bii) the The Administrative Agent shall have received (ia) a counterpart certified copies of resolutions of the boards of directors (or equivalent governing body) of the Parent, the Borrower and each Guarantor authorizing the execution and delivery of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page Amendment and indicating the authorized signers of this AgreementAmendment and the specimen signatures of such signers and (b) that certificates of Good Standing for each party hereto has signed a counterpart Guarantor to the extent relevant;
(iii) The Administrative Agent shall have received an opinion of counsel to the Borrower and each Guarantor in form acceptable to the Administrative Agent and covering such matters relating to the transactions contemplated hereby as the Administrative Agent may request;
(iv) The Borrower shall have paid to each Bank which executed this Amendment on or prior to June 17, 2009 an amendment fee in the amounts as previously agreed to between the Arrangers and the Parent; and
(v) Legal matters incident to the execution and delivery of this Agreement and each of the following documents, each dated a date reasonably Amendment shall be satisfactory to the Administrative Agent and otherwise its counsel. If this Amendment becomes effective, the changes in form the Applicable Margin shall take effect on June 17, 2009 and substance satisfactory to the Administrative Agent:
(i) Certified copies on each day thereafter, but any payment of resolutions of the Board of Directors interest due on or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower after June 17, 2009 with respect to this Agreement and any amounts owing for any period prior thereto shall be computed on the documents contemplated hereby;
(ii) A certificate basis of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case Applicable Margin in effect on prior to such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateeffectiveness.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Term Loan Agreement (Jones Lang Lasalle Inc)
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Restatement Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Restatement Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the First Tier Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that the copy of the articles of incorporation of the Seller attached thereto are true is a complete and correct copies copy and that such articles of the organizational documents of the Borrowerincorporation have not been amended, modified or supplemented and are in each case in effect on such date; full force and effect, (C) that the copy of the by-laws of the Seller attached thereto are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller attached thereto approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the First Tier Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Seller’s State of formation or incorporation, as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andapplicable;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements or amendments thereto (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller;
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Purchaser and its assigns), dated a date reasonably near to the Restatement Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Agent, and the Purchaser and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Agent may have reasonably requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser;
(ix) the Seller shall have paid all fees required to be paid by it on the Restatement Date; and
(cx) the Administrative Agent shall have received evidence, satisfactory one or more favorable Opinions of Counsel from counsel to the Administrative Agent, that Seller with respect to the Borrower has paid (or will pay with the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 2 contracts
Samples: Omnibus Amendment (Ares Capital Corp), Purchase and Sale Agreement (Ares Capital Corp)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(viii) an Officer’s Certificate pursuant to the authority granted in the Board Resolutions of the Borrower dated as of June 30, 2021, the General and Refunding Mortgage Indenture and the General and Refunding Mortgage Bond, certifying that (A) the Termination Date was extended to June 30, 2024 pursuant to and in accordance with the terms of this Agreement, including any requirements for approval by the lenders under this Agreement, (B) to such Authorized Officer’s knowledge, no Event of Default has occurred and is continuing or would result from the amendment and restatement of the Existing Credit Agreement, and (C) such Authorized Officer has read all of the covenants and conditions contained in the Indenture, and the definitions in the General and Refunding Mortgage Indenture relating thereto, relating to the issuance of the General and Refunding Mortgage Bond and in respect of compliance with which such Officer’s Certificate is made.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15May 23, 20112018, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate;
(iv) Any notes requested by a Lender, substantially in the form of Exhibit C; and
(ivv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(cb) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)Date. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, Borrower and the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic City Electric Co), Credit Agreement (Atlantic City Electric Co)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The effectiveness of the Lenders Loan Documents is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfiedfollowing:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedthis Agreement;
(b) a certificate of the Administrative Agent shall have received (i) a counterpart Secretary of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
(c) that each party hereto has signed UCC National Form Financing Statement;
(d) a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory payoff letter with respect to the Administrative Agent and otherwise in form and substance satisfactory Borrower’s Indebtedness to the Administrative Agent:East West Bank;
(e) [reserved];
(f) [reserved];
(g) [reserved];
(h) [reserved];
(i) Certified copies of resolutions payment of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement fees and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Bank Expenses then due specified in Section 2.5(a) and the documents contemplated hereby(b) hereof;
(j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) A certificate year-to date financial statements as of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures last day of the officers of most recent month ended at least 30 days prior to the Borrower authorized to sign this Agreement and the other documents to be delivered hereunderClosing Date; (Biii) that attached thereto are true and correct copies of the organizational documents of the unaudited financial statements for Borrower, in each case in effect on such date’s most recently completed fiscal year; and (Civ) such other financial information as Bank may reasonably request.
(k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that attached thereto are true and correct copies Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyClosing Date;
(iiil) A certificate signed [reserved];
(m) [reserved];
(n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the insurance policies and endorsements required by either the chief financial officerSection 6.6 hereof are in full force and effect, principal accounting officer together with appropriate evidence showing lender loss payable and/or additional insured clauses or treasurer endorsements in favor of the Bank;
(o) landlord waiver for 0 Xxxxxx, Suite 100 Irvine, CA 92618;
(p) confirmation that Borrower stating that is not involved in material litigation;
(Aq) the representations and warranties contained in Section 4.01 are Article 5 shall be true and correct in all material respects on and as of the date of such certificate as though made on Closing Date, and as of such date and (B) no Event of Default or Unmatured Event of Default has shall have occurred and is continuing on be continuing, or would exist after giving effect to the date closing of such certificatethe Loan Documents;
(r) an audit of the Collateral, the results of which shall be satisfactory to Bank; and
(ivs) A favorable opinion such other documents, and completion of Xxxxxxx Xxxxx LLPsuch other matters, counsel for the Borrower, in form and substance as Bank may reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (deem necessary or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateappropriate.
Appears in 2 contracts
Samples: Loan and Security Agreement (Inari Medical, Inc.), Loan and Security Agreement (Inari Medical, Inc.)
Conditions Precedent to Effectiveness. This Notwithstanding anything in this Agreement (including to the Commitments of the Lenders and the obligations of the Borrower hereunder) contrary, this Agreement shall not become effective if, on or before April 15, 2011, all until each of the following conditions precedent have has been satisfiedsatisfied or waived in writing by the WIFIA Credit Provider in its sole discretion:
(ai) the Administrative Agent The City shall have received evidence, satisfactory duly executed and delivered to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial WIFIA Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of Provider this Agreement) that each party hereto has signed a counterpart of this Agreement , the Resolution and each of the following documentsISA, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;WIFIA Credit Provider.
(ii) A certificate The City shall have delivered to the WIFIA Credit Provider complete and fully executed copies of each Financing Document, together with any amendments, waivers or modifications thereto, that has been entered into on or prior to the Effective Date, along with a certification in the City Closing Certificate that each such document is complete, fully executed and in full force and effect, and that all conditions contained in such documents that are necessary to the closing of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents WIFIA transactions contemplated hereby;hereby have been fulfilled.
(iii) The City shall have certified to the WIFIA Credit Provider in the City Closing Certificate that each Existing Principal Project Contract is listed on Part A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (ASchedule 12(n) the representations and warranties contained in Section 4.01 are correct each Expected Additional Principal Project Contract is listed on and as Part B of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andSchedule 12(n).
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable Each City Related Party shall have delivered to the Administrative Agent; and
WIFIA Credit Provider (cA) the Administrative Agent shall have received evidencea copy of its Organizational Documents, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder as in effect on the Effective Date (including amounts then payable and certified by the Secretary of State of the State, to the Joint Active Lead Arrangers extent applicable), along with a certification in the City Closing Certificate or the Corporation Closing Certificate, as applicable, that such Organizational Documents are in full force and the Agents). Promptly upon the occurrence thereofeffect, and (B) all further instruments and documents (including any resolutions, ordinances, and supplements) as are necessary for each City Related Party to execute and deliver, and to perform its respective obligations under, the Administrative Agent WIFIA Credit Documents to which it is a party and to consummate and implement the transactions contemplated by the WIFIA Credit Documents.
(v) Counsel to the City shall notify have rendered to the BorrowerWIFIA Credit Provider legal opinions satisfactory to the WIFIA Credit Provider in its sole discretion (including those opinions set forth on Exhibit G-1 (Opinions Required from Counsel to the City)) and counsel to the Corporation shall have rendered to the WIFIA Credit Provider legal opinions satisfactory to the WIFIA Credit Provider in its sole discretion (including those opinions set forth on Exhibit G-2 (Opinions Required from Special Counsel to the Corporation)).
(vi) Each City Related Party shall have delivered to the WIFIA Credit Provider the Non-Debarment Certificate.
(vii) The City shall have delivered to the WIFIA Credit Provider the Non- Lobbying Certificate.
(viii) The Corporation shall have delivered to the WIFIA Credit Provider a certificate, signed by the Lenders Corporation’s authorized representative, substantially in the form attached hereto as Exhibit H-2 (Form of Corporation Closing Certificate) (the “Corporation Closing Certificate”) (A) designating the Corporation’s authorized representative (B) confirming such person’s position and incumbency, and (C) certifying as to certain other matters. The City shall have delivered to the LC Issuers WIFIA Credit Provider a certificate, signed by the City’s Authorized Representative, substantially in the form attached hereto as Exhibit H-1 (Form of City Closing Certificate) (the “City Closing Certificate”) (A) designating the City’s Authorized Representative, (B) confirming such person’s position and incumbency, and (C) certifying as to the satisfaction of the following conditions precedent:
(A) the aggregate of all funds committed to the development and construction of the Project as set forth in the Base Case Financial Model and in the Project Budget are sufficient to carry out the Project, pay all Total Project Costs anticipated for the Project and achieve Substantial Completion by the Projected Substantial Completion Date;
(B) each City Related Party has obtained all Governmental Approvals necessary (x) as of the Effective Date.Date in connection with the Project and
Appears in 2 contracts
Samples: Wifia Credit Agreement, Wifia Credit Agreement
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all is conditioned upon satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative The Agent, that the Borrower has paid (or will pay with the proceeds ’s receipt of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the following documentssigning Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date reasonably satisfactory to the Administrative Agent before such date) and otherwise each in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and duly executed by each of all documents evidencing other necessary organizational action of Holdings, the Borrower with respect to this Agreement Borrowers, the Agent, and the documents contemplated hereby;Lenders.
(ii) A certificate the Security Documents (including, without limitation, the Security Agreement), each duly executed by the applicable Loan Parties;
(iii) reserved;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Secretary or an Assistant Secretary of Borrower certifying Agent may reasonably require evidencing (A) the names and true signatures authority of the officers of the Borrower authorized each Loan Party to sign enter into this Agreement and the other documents Loan Documents to which such Loan Party is a party or is to be delivered hereunder; a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(v) copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where failure to so qualify could reasonably be expected to have a Material Adverse Effect;
(vi) an opinion of in house counsel to Holdings and of one or more special or local counsel to Holdings, the Borrowers, and the other Loan Parties, addressed to the Agent and each Lender as to such matters as the Agent may reasonably request;
(vii) a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) that the conditions specified in Section 4.02 have been satisfied and (B) that attached thereto are true and correct copies the incurrence of the organizational documents Term Loans does not conflict with (i) the indenture governing the Existing Second Lien Notes or (ii) the First Lien Credit Agreement, (B) that the Loan Parties, taken as a whole, are Solvent as of the Borrower, in each case in date hereof after giving effect on such date; to the transactions contemplated hereby and (C) that attached thereto are the Perfection Certificate is true and correct copies of in all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificatematerial respects; and
(ivviii) A favorable opinion of Xxxxxxx Xxxxx LLPsuch other customary certificates, counsel for documents or consents as the BorrowerAgent reasonably may require.
(b) all actions required by law or reasonably requested by the Collateral Agent or the Agent to be undertaken, in form and substance all, documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably acceptable requested by the Collateral Agent or the Agent to be filed, registered, or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the Administrative satisfaction of the Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid Reserved.
(or will pay with the proceeds of the initial Credit Extensionsd) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date Reserved.
(including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datee) Reserved.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Sears Holdings Corp), Second Lien Credit Agreement (Sears Holdings Corp)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedsatisfied or waived in accordance with Section 10.01:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Arrangers, the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) a certificate as to the good standing of the Borrower as of a recent date from the Secretary of State of its jurisdiction of organization;
(v) a favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, substantially in the form set forth in Exhibit F; and
(vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) except as set forth in the Public Filings, that there has been no event or circumstance since June 30, 2010, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) that there are no actions, suits, investigations or proceedings pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.
(b) Any fees required to be paid on or before the Effective Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent required to be paid under Section 10.04(a) (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence, satisfactory notice from such Lender prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the proposed Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datespecifying its objection thereto.
Appears in 2 contracts
Samples: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Contributee shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentContributee, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Contributor, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Contributor authorized to sign on behalf of the Contributor this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Contributor hereunder or in connection herewith (on which certificate the Contributee and its assignees may conclusively rely until such time as the Contributee and such assignees shall receive from the Contributor, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Contributor is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Contributor are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Contributor approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Contributor of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebyContributor hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Contributor, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Contributor’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Contributed Portfolio, counsel and naming the Contributor as the “Debtor/Contributor”, the Contributee as “Secured Party/Contributee” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Contributee’s ownership interest in all Contributed Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Contributed Portfolio previously granted by the Contributor;
(vi) requests for information and copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Contributee or its assignees (or a similar UCC search report certified by a party acceptable to the Contributee and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Contributor (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Contributed Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Contributee, each Lender Agent, the Collateral Agent, the Backup Servicer and the Administrative Agent; and
(c) , and the Contributee, each Lender Agent, the Collateral Agent, the Backup Servicer and the Administrative Agent shall have received evidencefrom the Contributor copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Contributee, each Lender Agent, the Collateral Agent, the Backup Servicer and the Administrative Agent may have reasonably requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Contributee;
(ix) the Borrower has Contributor shall have paid all fees then required to be paid by it on the Closing Date; and
(x) one or will pay more favorable Opinions of Counsel from counsel to the Contributor with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateContributee or any assignee thereof may reasonably request.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Solar Senior Capital Ltd.)
Conditions Precedent to Effectiveness. This Agreement Amendment shall be effective upon the date (including such date, the Commitments of the Lenders and the obligations of the Borrower hereunder“First Amendment Effective Date”) shall become effective if, on or before April 15, 2011, all that each of the following conditions precedent have been is satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative a counterpart signature page of this Amendment duly executed by (i) each Agent, that (ii) the Borrower has paid and (or will pay with iii) the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedRequired Lenders;
(b) the Administrative Agent The Required Lenders shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission copy of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory duly executed amendment to the Administrative Agent and otherwise First Lien Credit Agreement, which shall be in form and substance satisfactory to the Administrative Agent:Required Lenders;
(c) The Required Lenders shall have received a customary legal opinion of Dechert LLP, special counsel to the Borrower and the other Loan Parties, in connection with this Amendment, which shall be in form and substance satisfactory to the Required Lenders;
(d) The Required Lenders shall have received a certificate from the secretary of each Loan Party (i) Certified copies of certifying to and attaching resolutions of the Board of Directors or equivalent managing body of the Borrower approving authorizing the transactions contemplated by this Agreement the Amendment, which shall be in form and of all documents evidencing other necessary organizational action of substance satisfactory to the Borrower with respect to this Agreement and the documents contemplated hereby;
Required Lenders, (ii) A certificate certifying that the Organizational Documents of such Loan Party have not been amended, amended and restated or otherwise modified since the Secretary Closing Date (or an Assistant Secretary of Borrower certifying (A) the names attaching such amendments or other modifications), and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A attaching a certificate signed by either of good standing (to the chief financial officerextent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party (other than DBG Holdings Subsidiary Inc. (“DBG Holdings”) and Hxxxxx Clothing, principal accounting officer LLC (“Hxxxxx Clothing”)) as of a recent date from the Secretary of State (or treasurer other similar official) of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date jurisdiction or organization of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateLoan Party; and
(ive) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent The Required Lenders shall have received evidence, satisfactory a certificate from the Chief Financial Officer of the Borrower certifying to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensionsmatters set forth in Section 3(d) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datehereof.
Appears in 2 contracts
Samples: Credit Agreement (Centric Brands Inc.), Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment No. 6 shall become effective if, on or before April 15, 2011, all when each of the following conditions precedent have been satisfiedis met to the satisfaction of the Agent:
(a) receipt by the Administrative Agent shall have received evidenceof this Amendment No. 6 duly and properly authorized, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds executed and delivered by each of the initial Credit Extensions) all amounts then payable by Borrowers and the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLenders;
(b) receipt by the Administrative Agent of a Compliance Certificate demonstrating compliance with the financial covenants contained in Section 10 of the Credit Agreement as of December 31, 2007;
(c) receipt by the Agent of an officers’ or manager’s certificate dated as of the date hereof signed by an officer or manager, as applicable, of each Borrower certifying as to such matters as the Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement require and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of attaching authorizing resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAmendment No. 6;
(iid) A certificate receipt by the Agent of title reports as of a recent date on each of the Secretary or an Assistant Secretary of Borrower certifying (A) the names Eligible Unencumbered Properties evidencing no Liens thereon and true signatures evidencing a recorded Negative Pledge Agreement in favor of the officers of the Borrower authorized Agent with respect to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyEligible Unencumbered Property;
(iiie) A certificate signed receipt by either the chief financial officer, principal accounting officer or treasurer Agent of each of the Borrower stating that items set forth on the Closing Agenda attached hereto as Annex 1;
(Af) receipt by the representations and warranties contained in Section 4.01 are correct on and as Agent of payment of the date extension fees payable for the benefit of such certificate as though made on the Lenders signatory hereto, which fee shall be fully-earned upon the effectiveness hereof and as shall be non-refundable for any reason;
(g) receipt by the Agent of such date payment of any other fees due to the Agent, including all of the Agent’s reasonable legal fees and (B) no Event expenses incurred in the connection with the preparation and negotiation of Default this Amendment No. 6 or Unmatured Event of Default has occurred and is continuing on the date of such certificateotherwise outstanding; and
(ivh) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable receipt by the Borrower hereunder on Agent of any other documents, agreements, certificates or other items requested by the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)Agent in connection with this Amendment No. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date6.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Whitestone REIT), Revolving Credit Agreement (Whitestone REIT)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The amendment and restatement of the Lenders and the obligations of the Borrower hereunder) Original Agreement effected by this Agreement shall become effective if, on or before April 15, 2011, all subject to the satisfaction of the following conditions precedent have been satisfiedconditions:
(ai) This Agreement, the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Services Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent Custodian Agreement shall be in full force and otherwise effect and shall be in form and substance satisfactory to the Administrative Agent:Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer;
(iii) Certified Each of the following agreements with respect to each PPF shall be in full force and effect, shall be in form and substance satisfactory to the Insurer and an executed counterpart of each such agreement shall have been delivered to the Insurer: the Investment Management Agreement with ING, the Sub-Adviser Agreement with Aeltus, the Expense Limitation Agreement with ING and Aeltus and the Custodian Service and Monitoring Agreement;
(iii) The Insurer and the Fund shall have received (1) a certificate of the Secretary or Assistant Secretary of ING, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of ING authorized to sign this Agreement, the Administrative Services Agreement and the Investment Management Agreement, the Expense Limitation Agreement and the Sub-Adviser Agreement with respect to each PPF on behalf of ING, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of ING, and (2) a certificate of the Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of Aeltus authorized to sign this Agreement and the Expense Limitation Agreement and the Sub-Adviser Agreement with respect to each PPF on behalf of Aeltus, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of Aeltus;
(iv) The Insurer, ING and Aeltus shall have received a certificate of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Fund authorized to sign this Agreement, the Administrative Services Agreement, the Custodian Agreement and the Investment Management Agreement, the Expense Limitation Agreement and the Custodian Service and Monitoring Agreement with respect to each PPF on behalf of the Fund, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Fund;
(v) ING, Aeltus and the Fund shall have received a certificate of the Secretary or Assistant Secretary of the Insurer, dated as of the Effective Date, as to the incumbency and signature of the officers or other employees of the Insurer authorized to sign this Agreement on behalf of the Insurer, together with evidence of the incumbency of such Secretary or Assistant Secretary, certified by the Secretary or Assistant Secretary of the Insurer;
(vi) The Insurer shall have received (1) a certificate of the Secretary or Assistant Secretary of ING, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions of duly adopted by the Board of Directors or equivalent managing body of ING authorizing the execution of this Agreement and all other Transaction Documents to which ING is a party, and (2) a certificate of the Borrower approving Secretary or Assistant Secretary of Aeltus, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Aeltus authorizing the execution of this Agreement and all other Transaction Documents to which Aeltus is a party;
(vii) The Insurer shall have received certificates of the Secretary or Assistant Secretary of the Fund, dated as of the Effective Date, certifying that attached thereto are true, complete and correct copies of resolutions duly adopted by the Board of Directors of the Fund authorizing the creation of each PPF and the execution of this Agreement and all Transaction Documents to which it is a party;
(viii) Each party to this Agreement shall have received the following executed legal opinions, in form and substance satisfactory to each of the parties hereto, dated the Effective Date:
(A) the opinion of Dechert, as counsel to ING, substantially to the effect set forth in Exhibit I-1;
(B) the opinion of counsel to Aeltus, substantially to the effect set forth in Exhibit I-2;
(C) the opinion of an Associate General Counsel and Vice President of the Insurer, substantially to the effect set forth in Exhibit J;
(D) the opinion of Dechert, as counsel to the Fund, substantially to the effect set forth in Exhibit K; and
(E) the opinion of an Assistant General Counsel of State Street Bank and Trust Company, substantially to the effect set forth in Exhibit L.
(ix) The Insurer shall have received a copy of the Articles of Amendment and Restatement and of the Articles Supplementary with respect to each PPF, certified by the State Department of Assessments and Taxation of Maryland;
(x) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be satisfactory in form and substance to the Insurer, and the Insurer shall have received such other documents and legal opinions in respect of all documents evidencing other necessary organizational action any aspect or consequence of the Borrower with respect to this Agreement and the documents transactions contemplated herebyhereby or thereby as it shall reasonably request;
(iixi) A certificate Each of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained made by ING, Aeltus and the Fund in Section 4.01 are or pursuant to the Transaction Documents shall be true and correct in all material respects on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateEffective Date; and
(ivxii) A favorable opinion No Default or Event of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent Default shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder occurred and be continuing on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: Financial Guaranty Agreement (Ing Series Fund Inc), Financial Guaranty Agreement (Ing Series Fund Inc)
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) representations set forth in Sections 5 and 7 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to the Administrative Agent:
(ia) Certified copies of resolutions of This Amendment, duly executed and delivered by the Board of Directors or equivalent managing body of Borrower, Holdings, the Borrower approving Subsidiary Loan Parties, the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Required Lenders and the documents contemplated herebyAdministrative Agent;
(iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties contained in Section 4.01 Article IV of the Credit Agreement and the other Loan Documents are true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such date earlier date; (ii) since December 31, 2015, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Default or Event of Default (other than such Default or Unmatured Event of Default expressly waived by Section 3 above) has occurred and is continuing on as of the date hereof and no Default or Event of such certificateDefault will exist after giving effect to the amendments contemplated by this Amendment;
(c) A certified copy of resolutions adopted by the Board of Directors of the Borrower authorizing and approving the transactions contemplated by this Amendment;
(d) Evidence that the Borrower shall have received an indirect cash equity contribution from the Parent immediately prior to the effectiveness of this Amendment in the amount of $4,000,000 and payment by the Borrower in an amount equal to $2,000,000 in immediately available funds to be applied as a prepayment to the outstanding principal amount of the Term Loans in accordance with Section 6 of this Amendment;
(e) A Reaffirmation of Obligations Under Loan Documents (the "Reaffirmation") dated as of the date hereof duly executed by each Loan Party and the Parent, in the form of Exhibit I attached hereto;
(f) The payment of all fees and other amounts due and payable on or prior to the effective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment and the other documents and agreements executed and delivered in connection herewith) required to be reimbursed or paid by the Borrower and Holdings hereunder; and
(ivg) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) Such other documents as the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datemay reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Perion Network Ltd.), Credit Agreement (Perion Network Ltd.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders Forbearance and the obligations of the Borrower hereunder) Limited Waiver shall become effective if, on or before April 15, 2011, all the date (the “Forbearance and Limited Waiver Effective Date”) upon which each of the following conditions precedent set forth below have been satisfied:
(a) the Administrative Agent (or its counsel) shall have received evidencea counterpart of this Forbearance and Limited Waiver signed by each of the Borrower, satisfactory to the Administrative Agent, that Agent and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedRequired Revolving Lenders;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory except with respect to the Administrative Agent Specified Defaults, the representations and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body warranties of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action contained in Article V of the Borrower with respect to this Credit Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the any other documents to be delivered hereunder; (B) that attached thereto Loan Document are true and correct copies in all material respects (or with respect to representations and warranties qualified by materiality, in all respects) on and as of the organizational documents of Forbearance and Limited Waiver Effective Date, except to the Borrowerextent that such representations and warranties specifically refer to an earlier date, in each which case in effect on such date; and (C) that attached thereto are they shall be true and correct copies as of such earlier date in all governmental material respects (or with respect to representations and regulatory authorizations and approvals required for the due executionwarranties qualified by materiality, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officerin all respects), principal accounting officer or treasurer of the Borrower stating except that (A) the representations and warranties contained in Section 4.01 are correct on Sections 5.05(a) and as (b) of the date of such certificate as though made on and as of such date Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (Bb) no Event of Default or Unmatured Event the Credit Agreement, respectively;
(c) payment in full of Default has occurred all reasonable and is continuing on documented outstanding fees and expenses of advisors to the Administrative Agent (including Xxxxxx, Xxxxx & Xxxxxxx LLP, Xxxxxxxx PC and Xxxxxxx Xxxxxxx & Associates LLC) invoiced at least two (2) Business Days prior to the date of such certificatehereof; and
(ivd) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to receipt by the Administrative Agent, that for the Borrower has paid (or will pay with the proceeds pro rata benefit of the initial Credit Extensions) all fees and, each Lender executing and delivering its signature page to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable this Forbearance and Limited Waiver to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify or its counsel on or prior to 5:00 p.m., New York time, on June 11, 2019, of a fee in the Borrower, the Lenders and the LC Issuers as to the Effective Dateamount of $368,750.
Appears in 2 contracts
Samples: Forbearance and Limited Waiver to Credit Agreement (Monitronics International Inc), Forbearance and Limited Waiver to Credit Agreement (Ascent Capital Group, Inc.)
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of a Responsible Officer of the Secretary or an Assistant Secretary Seller, dated as of Borrower the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the articles of association and by-laws of the Seller are true complete and correct copies copies, and that such articles of all governmental association and regulatory authorizations by-laws have not been amended, modified or supplemented and approvals required for are in full force and effect, and (D) the due resolutions of the board of directors of the Seller approving and authorizing the execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed by either copies of financing statements in proper form for filing (the chief financial officer“Facility Financing Statements”) describing the Sale Portfolio, principal accounting officer or treasurer and naming the Seller as the “Debtor/Seller”, the Purchaser as “Assignor Secured Party/Buyer” and the Collateral Agent, for the benefit of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Secured Parties, as of the date of such certificate as though made on and as of such date and (B) no Event of Default “Assignee Secured Party”, or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrowerother similar instruments or documents, in form and substance reasonably acceptable sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Administrative AgentPurchaser’s ownership interest in all Sale Portfolio;
(iv) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller; and
(cv) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent shall have received evidence, satisfactory Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative AgentPurchaser and its assigns), that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, dated a date reasonably near to the extent billedClosing Date, expenses payable by and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Borrower hereunder on Seller (under its present name and any previous name) as debtor and which are filed in the Effective Date State of Maryland, together with copies of such financing statements (including amounts then payable to the Joint Active Lead Arrangers and the Agentsnone of which shall cover any Sale Portfolio). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 2 contracts
Samples: First Omnibus Amendment (Pennantpark Investment Corp), Purchase and Sale Agreement (Pennantpark Investment Corp)
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment is subject to the Commitments truth and accuracy of the Lenders warranties and representations set forth in Sections 4 and 5 below and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent have been satisfiedconditions:
(a) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received evidencethis Amendment, satisfactory to duly executed and delivered by the Issuer, Holdings, the Noteholders constituting the Required Noteholders and the Administrative Agent, that and the Borrower has paid (or will pay with the proceeds Confirmation of the initial Credit Extensions) all amounts then payable Guaranty attached hereto duly executed and delivered by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedGuarantors listed therein;
(b) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each duly executed copy of the following documentsSecond Term Loan Amendment, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement Required Noteholders, and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate a duly executed copy of that certain Amendment no. 1 to the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the BorrowerFirst Lien Intercreditor Agreement, in each case in effect on such date; and the form attached hereto as Exhibit A (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby“ICA Amendment”);
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received evidence, a certificate of the Secretary or Assistant Secretary of each Note Party in form and substance satisfactory to the Administrative AgentRequired Noteholders, that the Borrower has paid attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or will pay with certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the proceeds Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Note Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the initial Credit ExtensionsOriginal Closing Date), and (z) all fees andthe resolutions of its board of directors or other equivalent governing body, to or comparable organizational documents and authorizations, authorizing the extent billedexecution, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers delivery and performance of this Amendment and the Agents). Promptly upon other Note Documents to which it is a party and certifying the occurrence thereofname, title and true signature of each officer of such Note Party executing this Amendment and the Note Documents to which it is a party;
(d) the Administrative Agent shall notify the Borrower, the Lenders (or its counsel) and the LC Issuers Noteholders (or their counsel) shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Note Party;
(e) the Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Note Party set forth in the Note Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Issuer described in Section 4.4 of the Existing Note Purchase Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (ii) confirming that the Note Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date; and (iii) that attaches a duly completed and executed Compliance Certificate addressed to the Administrative Agent but otherwise substantially in the form delivered to the Term Loan Agent on the Second Amendment Effective Date; and
(f) the Administrative Agent and the Noteholders shall have received evidence that all fees, charges and disbursements of counsel to each of the Administrative Agent and the Noteholders have been paid by the Issuer.
Appears in 2 contracts
Samples: Note Purchase Agreement (Root, Inc.), Note Purchase Agreement (Root Stockholdings, Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective if, as of the first date (the “Amendment No. 3 Effective Date”) on or before April 15, 2011, all which each of the following conditions precedent have been satisfied:
1. The Administrative Agent (aor its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, and (ii) duly executed copies (or facsimile or pdf copies) of the Second Canadian Reaffirmation Agreement, the UK Reaffirmation Deed dated as of the Amendment No. 3 Effective Date, and the Second U.S. Reaffirmation Agreement, and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Amendment.
2. The Administrative Agent and the Collateral Agents shall have received evidencewritten opinions of the United States Loan Parties’ counsel and of Canadian Loan Parties’ counsel, satisfactory each addressed to the Administrative Agent, that the Borrower has paid (or will pay with Disbursement Agent, the proceeds Collateral Agents, the Issuing Banks and the Lenders, in each case in form and substance acceptable to the Administrative Agent.
3. The Administrative Agent and the Collateral Agents shall have received copies of the initial most recent financial statements, projections and reports required to be delivered pursuant to Section 5.01 of the Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Agreement.
(b) the 4. The Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf certificate of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement Loan Party, dated the Amendment No. 3 Effective Date and each of the following documentsexecuted by its Secretary, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Assistant Secretary or an Assistant Secretary of Borrower certifying Director, which shall (A) certify the names and true signatures resolutions of its Board of Directors, members or other body authorizing the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement Amendment and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officerother Loan Documents to which it is a party, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event identify by name and title and bear the signatures of Default or Unmatured Event of Default has occurred the Financial Officers and is continuing on the date any other officers of such certificate; and
Loan Party authorized to sign this Amendment and the Loan Documents to which it is a party, and (ivC) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for to the Borrower, in form and substance reasonably acceptable extent not previously delivered to the Administrative Agent; and
Agent attached to a similar certificate, contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party, together with all amendments thereto, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws, memorandum and articles of association or operating, management or partnership agreement (cor other equivalent organizational documents), together with all amendments thereto, and (ii) a short form or long form certificate of good standing, status or compliance (or confirmation (including through a legal opinion) that telephonic and online searches have been conducted at the Administrative Agent shall have received evidence, satisfactory English Central Index of Winding Up Petitions and UK Companies House respectively on the Amendment No. 3 Effective Date with respect to the Administrative AgentLoan Parties organized under the laws of England and Wales), that the Borrower has paid (as applicable, together with any bring-down certificates, confirmations or will pay with the proceeds facsimiles, if any, for each Loan Party from its jurisdiction of the initial Credit Extensions) all fees andorganization, each dated a recent date on or prior to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)Amendment No. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.3
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Cott Corp /Cn/)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Oregon as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Oregon (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) [reserved].
(f) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Conditions Precedent to Effectiveness. This Credit Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all the date (the “Effective Date”) on which each of the following conditions precedent have been satisfied:is satisfied (or waived in accordance with Section 10.02):
(a) the The Administrative Agent (or its counsel) shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received from each party hereto either (i) a counterpart of this Credit Agreement signed on behalf of each such party hereto or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic telecopy transmission of a signed signature page of this Credit Agreement) that each such party hereto has signed a counterpart of this Agreement and each of the following documents, each dated Credit Agreement.
(b) The Administrative Agent shall have received a date reasonably satisfactory favorable written opinion or opinions (addressed to the Administrative Agent and otherwise in form the Lenders and substance satisfactory dated the Effective Date) of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Credit Parties and (ii) A&L Goodbody, Irish counsel to the Credit Parties, and covering such matters relating to the Credit Parties, this Credit Agreement or the Financing Transactions as the Administrative AgentAgent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Administrative Agent shall have received a certificate (signed by a director, the company secretary or an assistant secretary) of:
(i) Certified copies of resolutions each of the Board of Directors or equivalent managing body Credit Parties, attaching and certifying as true and correct (x) its Organizational Documents, (y) the board resolutions approving the Financing Transactions and (z) a specimen of the Borrower approving the transactions contemplated signature of each person authorized by such resolutions to execute and deliver this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;Credit Agreement; and
(ii) A certificate the Borrower and Holdings, certifying that (w) the borrowing or guarantee of the Secretary Commitments, as the case may be, will not cause any borrowing or an Assistant Secretary of guarantee limits, as the case may be, or similar limits binding on the Borrower certifying and Holdings, as the case may be, to be exceeded, (Ax) the names and true signatures Borrower or Holdings, as the case may be, has complied with the provisions of Section 60 of the officers Act in order to enable it to enter into this Credit Agreement and perform its obligations under this Credit Agreement, (y) neither the Borrower nor Holdings, as the case may be, nor any director or company secretary of the Borrower authorized or Holdings, as the case may be, is a company or a person to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies whom Chapter I or Chapter II of Part VII of the organizational documents 1990 Act applies and (z) the prohibition contained in Section 31 of the 1990 Act does not apply to this Credit Agreement (or the Guaranty, as the case may be).
(d) The Administrative Agent shall have received a certificate, dated as of the Effective Date and signed by a director, the President, a Vice President or a Financial Officer of the Borrower, in each case in effect on such date; certifying that (i) no Default as of the Effective Date has occurred and is continuing and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Aii) the representations and warranties contained in Section 4.01 Article III are true and correct in all material respects on and as of the date of such certificate the Effective Date as though if made on and as of such date (except where such representations and (B) no Event of Default or Unmatured Event of Default has occurred warranties expressly relate to an earlier date, in which case such representations and is continuing on the date warranties shall have been true and correct in all material respects as of such certificate; andearlier date).
(ive) A favorable opinion of Xxxxxxx Xxxxx LLPThe Administrative Agent shall have received a copy, counsel for the certified by Borrower, of the Press Release and the Transaction Agreement executed by each party thereto. The Administrative Agent shall promptly notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in form and substance reasonably this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent; and
(c) a Lender unless the Administrative Agent shall have received evidencenotice from such Lender, satisfactory with a copy to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as prior to the proposed Effective DateDate specifying its objection thereto.
Appears in 2 contracts
Samples: Senior Unsecured Cash Bridge Credit Agreement (Medtronic Inc), Senior Unsecured Cash Bridge Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart The effectiveness of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsAmendment is expressly conditioned upon satisfaction, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to Lender, of each of the Administrative Agentfollowing conditions:
(a) receipt by Lender of:
(i) Certified the approval of this Amendment and the transactions contemplated hereby from its primary credit authority,
(ii) one or more counterparts of this Amendment, duly executed and delivered by Borrower and Lender,
(iii) one or more counterparts of the Convertible Note Subordination Agreement, duly executed and delivered by each Subordinated Creditor party thereto, Borrower and Lender,
(iv) true, correct and complete copies of all Convertible Note Documents, each of which shall be in form and substance acceptable to Lender,
(v) confirmation that all conditions precedent to the closing of the Convertible Note Purchase Agreement (including an “Aggregate Loan Facility” as defined therein in an amount of at least $66,000,000) and the issuance of the initial Convertible Notes thereunder have been satisfied, and Borrower has received and deposited into its Deposit Accounts maintained with CIBC Bank USA net proceeds therefrom in an aggregate amount of at least $31,500,000,
(vi) evidence confirming Borrower has deposited into its Deposit Accounts maintained with CIBC Bank USA cash in an aggregate amount of at least $33,000,000,
(vii) a certificate of Pulmonx, duly executed by a Responsible Officer of Pulmonx, certifying and attaching resolutions duly adopted by all of the directors of the Board of Directors or equivalent managing body Pulmonx approving execution and delivery of this Amendment and the Convertible Note Documents, the performance of its obligations thereunder and the incurrence of the Borrower approving Indebtedness under the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action Convertible Note Documents,
(viii) payment of the Borrower with respect to amendment fee described in Section 8 of this Agreement Amendment, and
(ix) such other documents and the documents contemplated herebyagreements as Lender may reasonably require;
(iib) A certificate of the Secretary in Lender’s sole but reasonable discretion, there has not been any event or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized circumstance that has had or could reasonably be expected to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agenthave a Material Adverse Effect; and
(c) the Administrative Agent Lender and its counsel shall have received evidencecompleted their due diligence review, in each case, with outcomes satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateLender.
Appears in 2 contracts
Samples: Loan and Security Agreement (Pulmonx Corp), Loan and Security Agreement (Pulmonx Corp)
Conditions Precedent to Effectiveness. This As conditions precedent to the effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of initial Advance, the Borrower hereunder) Bank shall become effective ifhave received, on or before April 15the Closing Date, 2011the items listed below in this Section, all of each in form and substance as is satisfactory to the following conditions precedent have been satisfiedBank and its counsel:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;following District documents:
(b) the Administrative Agent shall have received (i) a counterpart copy of this Agreement signed the Resolution authorizing the execution and delivery of the Related Documents to which the District is a party and the other matters contemplated hereby and thereby, certified by an Authorized Officer as being true and complete and in full force on behalf of each party hereto or the Closing Date;
(ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each the audited annual financial statements of the following documentsDistrict for the Fiscal Year ended [June 30, 2020], together with internally prepared financial statements of the District for each fiscal quarter(s) ended since the end of such Fiscal Year;
(iii) a copy of the District’s investment policy, guidelines and permitted investments in effect as of the Closing Date, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyBank;
(iiiv) A a certificate of dated the Secretary or Closing Date and executed by an Assistant Secretary of Borrower Authorized Officer certifying (A) the names names, titles, offices and true signatures of the officers persons authorized to sign, on behalf of the Borrower authorized District, the Agreement, the 2021 Sewer Notes and the other Related Documents to sign this Agreement which it is a party and the other documents to be delivered hereunderby it hereunder or thereunder; and
(v) all necessary documents required under KYC/AML documentation.
(b) executed original counterparts of this Agreement and certified copies of all of the other Related Documents;
(c) the following opinions, dated the Closing Date and addressed to the Bank or on which the Bank is otherwise expressly authored to rely:
(i) from counsel to the District, opinions in form and substance satisfactory to the Bank and its counsel;
(ii) from Bond Counsel, opinions in form and substance satisfactory to the Bank and its counsel;
(d) the following documents and other information:
(i) a certificate dated the Closing Date and executed by an Authorized Officer certifying (A) that there has been no event or circumstance since [June 30, 2020], that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 Article VI hereof and the other Related Documents are true and correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing in all material respects on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Closing Date.,
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Amendment, which such amendments shall be deemed to be effective on and as of March 31, 2019, is subject to the Commitments truth and accuracy of the Lenders warranties and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) representations set forth in Sections 4 and 5 below and receipt by the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise of which shall be in form and substance satisfactory to Administrative Agent:
(a) This Amendment, duly executed and delivered by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent:;
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(iib) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures dated as of the officers date hereof signed by a Responsible Officer of the Borrower authorized certifying that, immediately before and after giving effect to sign this Agreement and the other documents to be delivered hereunder; Amendment (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (Ai) the representations and warranties of the Borrower and each other Loan Party contained in Section 4.01 Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of hereof, except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such date earlier date; (ii) since December 31, 2018, there has been no event, development or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (Biii) no Event Default exists, or would result after giving effect to the amendments contemplated by this Amendment;
(c) The payment of Default all fees and other amounts due and payable on or Unmatured Event of Default has occurred and is continuing on prior to the effective date of such certificate; and
this Amendment, including reimbursement or payment of all out-of-pocket expenses (iv) A favorable opinion including reasonable fees, charges and disbursements of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent) required to be reimbursed or paid by the Borrower and Holdings hereunder and under that certain Amendment Engagement Letter dated April 26, 2019 among the Borrower, SunTrust Bank and SunTrust Xxxxxxxx Xxxxxxxx, Inc.; and
(cd) At least five (5) days prior to the First Amendment Effective Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent shall have received evidence, satisfactory to or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the extent billed, expenses payable by the Borrower hereunder on the Effective Date Borrower; and
(including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, e) Such other documents as the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all is subject to satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received evidencebe originals or e-mails (in a .pdf format) or telecopies (in each case, satisfactory followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified, that the Borrower has paid (or will pay with the proceeds each properly executed by a Responsible Officer of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsparties thereto, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date reasonably satisfactory to before the Administrative Agent Effective Date) and otherwise each in form and substance satisfactory to the Administrative Agent:
(i) Certified executed counterparts of (A) this Agreement, in such number as requested by Administrative Agent and (B) the Revolving Loan Notes payable by the Company and any Designated Borrower to each Lender requesting a Revolving Loan Note;
(ii) certified copies of (x) the charter and by-laws of the Company, (y) the resolutions of the Board of Directors or equivalent managing body of the Borrower Company authorizing and approving this Agreement and the other Loan Documents and the transactions contemplated by this Agreement the Loan Documents, and of (z) all documents evidencing other necessary organizational corporate action of the Borrower and governmental approvals, if any, with respect to this Agreement and the documents contemplated herebyLoan Documents;
(iiiii) A certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Secretary or an Assistant Secretary Company as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of Borrower certifying (A) the names and true signatures of the officers of the Borrower each Responsible Officer authorized to sign act in connection with this Agreement and the other documents Loan Documents to be delivered hereunder; (B) that attached thereto are true and correct copies of which the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyCompany is a party;
(iiiiv) A certificate signed by either the chief financial officer, principal accounting officer or treasurer a favorable opinion of the Borrower stating Company’s Law Department covering such matters concerning the Borrowers and the Loan Documents as any Lender, through the Administrative Agent, may reasonably request;
(v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Company, covering such matters concerning the Borrowers and the Loan Documents as any Lender, through the Administrative Agent, may reasonably request; and
(vi) a certificate of a Responsible Officer of the Company to the effect that (Ax) the representations and warranties contained in Section 4.01 5.01 are correct on and as of the date of (other than any such certificate as though made on and as of such date representations or warranties which, by their terms, refer to a prior date) and (By) no Event of Default or Unmatured Event of Default event has occurred and is continuing on the date of such certificate; andwhich constitutes a Default.
(iva) A favorable opinion Confirmation that the Company has delivered a written notice to each Departing Lender terminating as of Xxxxxxx Xxxxx LLPthe Effective Date all commitments of the Departing Lenders under the Existing Credit Agreement, and all amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Effective Date to each Departing Lender shall have been paid in full.
(b) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; andAgent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced to the Company at least two (2) Business Days prior to the Effective Date, and (2) the Company has paid in full the accrued and unpaid interest on the Loans as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement.
(c) The Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent shall have received evidenceor such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, satisfactory to including the Administrative AgentPATRIOT Act, that and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees andBeneficial Ownership Regulation, in each case, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as requested at least five Business Days prior to the Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all in accordance with Article XIII of the General Conditions (Effectiveness and Termination) subject to the fulfilment of the following conditions precedent have been satisfiedprecedent:
(a) the Administrative Agent Project Director shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable been appointed by the Borrower under State from among the Existing Credit Facility and that all commitments to make extensions cadre of credit to the Borrower thereunder have been (or concurrently civil servants, in accordance with the initial Advances will be) terminatedparagraph 5.1.1 of Schedule 3;
(b) the Administrative Agent PSC shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance been duly established by the Borrower State in accordance with paragraph 4.1 of this Agreement and the documents contemplated herebySchedule 3;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent PMU shall have received evidence, satisfactory been duly established in accordance with paragraph 5.1 of Schedule 3;
(d) the Lead Programme Agency shall have delivered to the Administrative Agent, that Fund an updated audit report and financial statements confirming the Lead Programme Agency’s capacity to manage the Programme to the satisfaction of the Fund;
(e) the Borrower has paid shall have duly opened the Special Account in accordance with Section 2.03;
(or will pay f) the Lead Programme Agency shall have duly opened the Programme Account in accordance with Section 3.03;
(g) this Agreement shall have been duly signed, and the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable signature and performance thereof by the Borrower hereunder on shall have been duly authorised and ratified by all necessary administrative and governmental action;
(h) the Effective Date (including amounts then payable Programme Agreement shall have been duly signed and a favourable legal opinion shall have been issued by competent legal counsel for the State in respect of the Programme Agreement’s legally binding nature upon the State and delivered to the Joint Active Lead Arrangers Fund; and the Agents). Promptly signature and performance thereof by the State has been duly authorised or ratified by all necessary administrative and governmental action;
(i) a copy of the signed TNCDW GO/MOU, in accordance and following the procedures described in paragraph 3.3 of Schedule 3, shall have been delivered to the Fund; the signature and performance thereof by the State shall have been duly authorised or ratified by all necessary administrative, corporate and/or governmental action; all conditions precedent to the effectiveness thereof (other than the effectiveness of the Loan Documents) shall have been fulfilled; and a favourable legal opinion shall have been issued by a competent legal counsel in the State and delivered to the Fund, in respect of (i) the TNCDW GO/MOU’s legally binding nature upon the occurrence thereofState and TNCDW, the Administrative Agent shall notify the Borrowerrespectively, the Lenders and the LC Issuers as to the Effective Date.and
Appears in 1 contract
Samples: Programme Loan Agreement
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, special Iowa counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent or any Lender shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.
(f) The Borrower shall have paid all accrued fees and expenses under the LC Issuers as Existing Credit Agreement payable on or prior to the Effective Datedate hereof and terminated the Commitments thereunder in accordance with the terms thereof.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
date on which (a) the Administrative Agent shall have received evidence, satisfactory Borrower has paid to the Administrative Agent, that for the account of the Lenders, the up-front fees previously agreed to between the Borrower and the Lenders, (b) the Borrower has paid all fees, costs and expenses due and payable pursuant to SECTIONS 9.6 and 10.13 (to the extent then billed), (c) the Borrower has paid or will concurrently pay with all principal, interest and fees outstanding under the proceeds of the initial Credit ExtensionsPrior Agreement and (d) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory furnished to the Administrative Agent and otherwise in form and substance satisfactory to with sufficient copies for the Administrative AgentLenders:
(i) Certified copies of resolutions Copies of the Board articles or certificate of Directors or equivalent managing body incorporation of the Borrower approving Borrower, together with all amendments, and a certificate of good standing, each certified by the transactions contemplated by this Agreement and appropriate governmental officer in its jurisdiction of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;incorporation.
(ii) A certificate of Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower certifying is a party.
(Aiii) An incumbency certificate, executed by the names Secretary or Assistant Secretary of the Borrower, which shall identify by name and true title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign this Agreement the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the other documents Lenders shall be entitled to be delivered hereunder; rely until informed of any change in writing by the Borrower.
(Biv) that attached thereto are true and correct copies of A certificate, signed by the organizational documents chief financial officer of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that on (Ax) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) Restatement Date, no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andand (y) since December 31, 1999, no event has occurred which has had, or is reasonably likely to have, a Material Adverse Effect.
(ivv) A favorable written opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower's counsel, addressed to the Lenders in substantially the form of EXHIBIT C.
(vi) Any Notes requested by a Lender pursuant to SECTION 2.13(IV) payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form and substance reasonably acceptable of EXHIBIT D, addressed to the Administrative Agent; and
(c) Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent shall may have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid reasonably requested.
(viii) Such other documents as any Lender or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateits counsel may have reasonably requested.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective ifupon, on or before April 15and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to, 2011, all the satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) the Administrative Agent shall have received evidence, satisfactory to the The Administrative Agent’s receipt of the following, that each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower has paid (or will pay with and, in the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page case of this Agreement) that , each party hereto has signed a counterpart of this Agreement Lender, the Swing Line Lender and each of the following documentsL/C Issuer), if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to each of the Administrative AgentLenders:
(i) Certified copies executed counterparts of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement;
(ii) A certificate a Note executed by the Borrower in favor of the Secretary each Lender requesting a Note;
(iii) such certificates of resolutions or an Assistant Secretary other action, incumbency certificates and/or other certificates of Borrower certifying (A) the names and true signatures of the officers Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to sign act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to be delivered hereunder; evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization;
(Bv) that attached thereto are true and correct copies a favorable opinion of the organizational documents of Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to the Borrower, in addressed to the Administrative Agent and each case in effect on Lender, as to such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by customary matters concerning the Borrower of this Agreement and the documents contemplated herebyLoan Documents as the Required Lenders may reasonably request;
(iiivi) A a certificate signed by either the chief financial officer, principal accounting officer or treasurer a Responsible Officer of the Borrower stating certifying: (A) that (Ai) no Default or Event of Default exists as of the Closing Date and (ii) the representations and warranties contained in Section 4.01 Article V or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, are true and correct in all material respects on and as of the date of Closing Date except to the extent that such certificate as though made on representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or other similar language shall be true and correct (after giving effect to any qualification therein) in all respects); (B) that there has been no Event of Default event or Unmatured Event of Default has occurred and is continuing on circumstance since the date of such certificatethe Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) as to the current Debt Ratings; and
(ivvii) A favorable opinion such other certificates and documents, consents or opinions as the Administrative Agent reasonably may require, as set forth in the list of Xxxxxxx Xxxxx LLPclosing documents set forth in Exhibit G.
(b) The Administrative Agent and each Lender shall have received from the Borrower such documentation and other information reasonably requested in writing by the Administrative Agent or such Lender in order to comply with applicable law and “know your customer” and anti-money laundering rules and regulations, counsel for including the PATRIOT Act, in each case at least five (5) days prior to the Closing Date. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received, to the extent requested by such Lender, a Beneficial Ownership Certification in relation to the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(c) All existing indebtedness under the Existing Credit Agreement shall be repaid in full, and all commitments in connection therewith shall be terminated.
(d) Any fees required to be paid on or before the Closing Date shall have been paid.
(e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence, satisfactory notice from such Lender prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective proposed Closing Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datespecifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Biogen Inc.)
Conditions Precedent to Effectiveness. This For this Agreement (including to become effective on the Commitments of the Lenders and the Restatement Date, all obligations of the Borrower hereunder) and L/C Account Parties hereunder incurred at or prior to such date (including, without limitation, the Borrower’s obligations to reimburse the actual and reasonable fees and expenses of counsel to the Domestic Agent and any fees and expenses payable to the Arrangers, the Domestic Agent and the Lenders as previously agreed with Interface), shall become effective ifhave been paid in full, on or before April 15, 2011and the Domestic Agent shall have received the following, all of in form and substance reasonably satisfactory in all respects to the following conditions precedent have been satisfiedDomestic Agent:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds duly executed counterparts of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedthis Agreement;
(b) the Administrative duly completed Notes;
(c) the duly executed Indemnity Agreement and all other Security Documents or amendments thereto as the Collateral Agent or the Domestic Agent shall have received require;
(d) certificate of the Borrower in substantially the form of Exhibit E attached hereto and appropriately completed;
(e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable (i) a counterpart the execution, delivery and performance of this Agreement signed on behalf of each party hereto or the Credit Documents, and (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each the granting of the following documents, each dated a date reasonably satisfactory security interest pursuant to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebySecurity Documents;
(iif) A certificate certificates of the Secretary or an Assistant Secretary of Borrower each of the Credit Parties certifying (Ai) the names name, title and true signatures signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities;
(g) certified copies of the officers certificate or articles of incorporation of each Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the Borrower authorized to sign this Agreement jurisdiction of incorporation or organization of such Credit Party;
(h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder; , and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;
(Bi) that attached thereto are true and correct certified copies of indentures, credit agreements, instruments, and other documents evidencing or securing Indebtedness of any Domestic Consolidated Company described on Schedule 6.18, in any single case in an amount not less than $5,000,000;
(j) a summary, set forth in format and detail acceptable to the organizational documents Domestic Agent, of the Borrowertypes and amounts of insurance (property and liability) maintained by the Domestic Consolidated Companies, together with the statements from each of the Credit Parties’ insurance companies required by Section 6.09, acknowledging in favor of Wxxxx Fargo, as the Collateral Agent, the continued effectiveness of the insurance clauses required by such Section 6.09 and Section 7(b) of the Mortgages pertaining to the loss payable endorsements and its rights as loss payee, assignee and additional insured described therein;
(k) the favorable opinions of Kxxxxxxxxx Xxxxxxxx XXX, United States counsel to the Credit Parties, substantially in the form of Exhibit F, addressed to the Domestic Agent and each case of the Lenders, and covering such other matters as Domestic Agent or any Lender may reasonably request;
(l) a duly completed certificate of the president, chief financial officer or principal accounting officer of Interface as described in effect on such date; Section 7.07(c) given with respect to the financial statements of Interface and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required the Consolidated Companies for the fiscal year ended on January 2, 2011;
(m) a completed Domestic Borrowing Base Certificate as of June 23, 2011, and dated as of the Restatement Date, demonstrating to the satisfaction of the Domestic Agent Excess Availability of not less than $35,000,000 (after giving effect to all Loans made or deemed made, and Letters of Credit issued or deemed issued, on the Restatement Date);
(n) to the extent not otherwise previously provided in connection with the Existing Credit Agreement, duly executed Control Agreements to the extent required in Section 7.16; and
(o) all field exams, appraisals of inventory and equipment, third-party consultants’ reports, lien search results, third-party consents, and all other due executiondiligence and collateral-related items which the Domestic Agent in its reasonable credit judgment may require. In addition to the foregoing, delivery and performance by the Borrower following conditions shall have been satisfied or shall have existed, all to the satisfaction of the Domestic Agent, as of the time this Agreement becomes effective:
(i) the Loans to be made on the Restatement Date and the documents contemplated herebyuse of proceeds thereof shall not have contravened, violated or conflicted with, or involved the Domestic Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority;
(ii) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Domestic Agent;
(iii) A certificate signed by either since January 2, 2011, there shall have been no changes in the chief business, results of operations, financial officercondition, principal accounting officer assets or treasurer prospects of any of (i) the Borrower stating that Consolidated Companies which have had or could reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 7.07) or (ii) any Major Division which have had or could reasonably be expected to have, singly or in the aggregate, any (A) materially adverse change in (1) the representations and warranties contained in Section 4.01 are correct on and as business, results of operations, financial condition, assets or prospects of such Major Division, or (2) the ability of such Major Division (or any of the date of Persons in such certificate as though made on and as of such date and Major Division) to perform their respective obligations under the Credit Documents, or (B) no Event of Default or Unmatured Event of Default has occurred and is continuing materially adverse effect on the date rights and remedies of the Domestic Agent, the Collateral Agent and the Lenders under the Credit Documents;
(iv) there shall be no actions or proceedings instituted or pending before any court or other governmental authority or, to the knowledge of Borrower or any other Credit Party, threatened which reasonably could be expected to have, singly or in the aggregate, a Materially Adverse Effect;
(v) all payments required to be made pursuant to Section 4.05 shall have been paid in full (or arrangements satisfactory to the Domestic Agent for the payment of such certificateamounts with the proceeds of Domestic Revolving Loans shall have been made);
(vi) the Collateral Agent shall have a first-priority perfected security interest in all Domestic Accounts and in all other of the Credit Parties’ assets which, pursuant to the terms of the Security Documents, are contemplated to be Collateral (but not including any Real Property to the extent a Mortgage respecting such Real Property is not required under Section 7.13(b)), subject only to those Liens permitted in the Credit Documents;
(vii) the Collateral Agent shall have confirmed that the Credit Parties shall have delivered to the Collateral Agent all Collateral which may be perfected by possession, to the extent such delivery is required pursuant to the Security Documents; and
(ivviii) A favorable opinion of Xxxxxxx Xxxxx LLPthe Domestic Agent shall be satisfied that, counsel for to the Borrowerextent that any notice is required by any intercreditor agreement with respect to the 2009 Senior Notes Intercreditor Agreement, or the Domestic Agent determines that any such notice is desirable, such notice has been given in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Domestic Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement (including the Commitments of the Lenders and the obligations obligation of each Lender and each LC Issuing Bank to make its initial Extension of Credit hereunder on the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Restatement Effective Date is subject to satisfaction of each the following conditions precedent have been satisfiedon or before such date:
(a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentson or before the Restatement Effective Date, each dated a such date reasonably satisfactory to (except for the Administrative Agent and otherwise Disclosure Documents), in form and substance satisfactory to the Administrative AgentAgent and (except for the notes described in paragraph (i)) with one copy for each Lender and each LC Issuing Bank:
(i) (A) This Agreement, duly executed by each of the parties hereto, and (B) a promissory note payable to each Lender that requests one pursuant to Section 2.17, duly completed and executed by the Borrower;
(ii) Certified copies of the resolutions of the Board of Directors or equivalent managing governing body of the Borrower approving the transactions contemplated by this Agreement Agreement, and of all documents evidencing other necessary organizational corporate action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement;
(iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case as in effect on such datethe Restatement Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyAgreement;
(iiiiv) A certificate signed Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on XXXXX or on the Borrower’s website no later than the third Business Day immediately preceding the Restatement Effective Date);
(v) One or more favorable opinions of counsel (including the opinion of in-house counsel and special New York and Texas counsel) for the Borrower in form and substance satisfactory to the Administrative Agent;
(vi) All documentation and information required by either regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the chief financial officerPatriot Act, principal accounting officer to the extent such documentation or treasurer information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date; and
(vii) At least five (5) days prior to the Restatement Effective Date, if the Borrower stating that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower must deliver a Beneficial Ownership Certification in relation to Borrower.
(Ab) The Administrative Agent shall have received on behalf of each Departing Lender, payment in full of all “Advances” (as defined in the Existing Credit Agreement) of such Departing Lender outstanding as of the Restatement Effective Date, together with all interest accrued and unpaid thereon, any amounts owing in respect of such payment pursuant to Section 8.04(b) of the Existing Credit Agreement, all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to such Departing Lender pursuant to the Existing Credit Agreement on the Restatement Effective Date.
(c) The Borrower shall have paid to the Lenders all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreement, and any other amounts then due and owing by the Borrower to the Lenders pursuant to the Existing Credit Agreement (other than the Advances and participation amounts that, pursuant to Section 8.20, are being reallocated and/or continuing to remain outstanding under this Agreement).
(d) The Administrative Agent shall have received the fees payable pursuant to the Fee Letters.
(e) The following statements shall be true:
(i) The representations and warranties contained in Section 4.01 are true and correct on and as of Restatement Effective Date; and
(ii) No event has occurred and is continuing, or would result from the date of such certificate as though made on Borrower entering into the Agreement and as of such date and (B) no the other Loan Documents, that constitutes an Event of Default or Unmatured would constitute an Event of Default has occurred and is continuing on the date with notice or lapse of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (time or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateboth.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders will become effective upon, and the obligations of Existing Credit Agreement shall be amended and restated as herein provided upon, the Borrower hereunder) shall become effective if, on or before April 15, 2011, following conditions being satisfied (unless waived in writing by all of the following conditions precedent have been satisfied:Lenders):
(a) including the Administrative Agent shall have received evidencereceipt, satisfactory to where applicable, by the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility for and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each the Lenders, of the following documentsdocuments each fully executed (as applicable) and in full force and effect, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLenders, acting reasonably:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement;
(ii) A the Closing Certificates, including all attachments thereto and a pro forma calculation of the Debt to EBITDA Ratio;
(iii) a certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents status, in respect of the Borrower, in Arriva Energy Inc. and Ravenwood under the Laws of the Province of Alberta, each case in effect such certificate to be dated on such date; or about the Amendment and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyRestatement Date;
(iiiiv) A certificate signed by either the chief financial officerSecurity from the Borrower, principal accounting officer or treasurer to the extent not previously provided, and evidence of the registration, filing and recording of the Security in all applicable offices or places of registration, including the Province of Alberta;
(v) acknowledgement and confirmation from the Borrower stating that and Arriva Energy Inc. with respect to the ongoing enforceability and effect of the previously delivered Documents to which they are a party;
(Avi) the representations Oil and warranties contained in Section 4.01 are correct on and as Gas Ownership Certificate;
(vii) the Environmental Certificate;
(viii) the Closing Opinion;
(ix) satisfactory evidence that all conditions precedent to the Ravenwood Acquisition have been satisfied or waived, other than the payment of the date purchase price by or on behalf of such certificate as though made on the Borrower;
(x) any information, including supporting documentation and as of such date and (B) no Event of Default other evidence, requested by any Lender or Unmatured Event of Default has occurred and is continuing on the date of such certificateAgent pursuant to Section 18.11; and
(ivxi) A favorable opinion the payment of Xxxxxxx Xxxxx LLPall fees and expenses which are payable by the Borrower to the Agent and the Lenders, counsel for as the Borrowercase may be, in form and substance reasonably acceptable connection with the Credit Facilities on or prior to the Administrative Agent; andAmendment and Restatement Date, including a commitment fee payable to each Lender in a an amount equal to [REDACTED] bps multiplied by the amount by which its Individual Commitment Amount has increased pursuant to this Agreement from its commitment under the Existing Credit Agreement immediately prior hereto;
(b) the Borrower has completed related to title diligence and environmental diligence in respect of Ravenwood’s assets customary for a transaction of the nature of the Ravenwood Acquisition and there are, to its knowledge, no material deficiencies or liabilities in that regard;
(c) all necessary corporate, governmental and third party approvals or waivers required for the Administrative Agent Ravenwood Acquisition have been obtained;
(d) satisfactory evidence that all conditions precedent to the Second Lien Financing Agreement shall have received evidence, been satisfied or waived on terms satisfactory to the Administrative Agent, that Lenders and $90,000,000 will be drawn down thereunder concurrently with the closing of this Agreement;
(e) delivery of the Intercreditor Agreement;
(f) the Lenders shall be satisfied with the capitalization of the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, after giving effect to the extent billedRavenwood Acquisition and the Second Lien Financing Agreement and the payment of all costs and expenses associated therewith, expenses payable by which shall include that (i) the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.have raised at least $60,000,000 in equity and
Appears in 1 contract
Samples: Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the First Tier Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the articles of incorporation of the Seller is a complete and correct copies copy and that such articles of the organizational documents of the Borrowerincorporation have not been amended, modified or supplemented and are in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Seller are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the First Tier Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Seller’s State of formation or incorporation, as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andapplicable;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor/Seller” and the Purchaser as “Secured Party/Buyer”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller;
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Administrative Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Agent, and the Purchaser and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Agent may have reasonably requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Purchaser;
(ix) the Seller shall have paid all fees required to be paid by it on the Closing Date; and
(cx) the Administrative Agent shall have received evidence, satisfactory one or more favorable Opinions of Counsel from counsel to the Administrative Agent, that Seller with respect to the Borrower has paid (or will pay with the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 1 contract
Samples: First Tier Purchase and Sale Agreement (Ares Capital Corp)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the The obligations of the Borrower Term Lenders to make Loans, of the LC Lenders to make the LC Deposits and of the LC Issuers to issue Letters of Credit hereunder (and the designation of the Existing Letters of Credit as Letters of Credit hereunder) shall become effective if, on or before April 15, 2011, all is subject to satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) the The Administrative Agent shall have received evidencethe following, in each case where applicable properly executed by a Responsible Officer of the signing Loan Party, dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and in form and substance satisfactory to the Administrative Agent, that Agent and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Lenders:
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or the Borrower;
(ii) written such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably request to evidence (which may include electronic transmission the identity, authority and capacity of each Responsible Officer thereof authorized to act as a signed signature page of this Agreement) that each party hereto has signed a counterpart of Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party, except to the extent the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(iii) such documents and certifications as the Administrative Agent may reasonably request to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification;
(iv) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to each Agent, each Lender and each LC Issuer and dated the Closing Date, and covering such matters as the Administrative Agent may reasonably request;
(v) a favorable opinion of such local counsel to the Loan Parties, in each case addressed to each Agent, each Lender and each LC Issuer and dated the Closing Date, and covering such matters concerning the Loan Parties and the Loan Documents, as the Administrative Agent may reasonably request;
(vi) a certificate of a Responsible Officer of the following documentsBorrower either (A) attaching copies of all material consents, each dated licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any Loan Party of the Loan Documents to which it is a date party, which consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate of a Responsible Officer of the Borrower certifying that the conditions specified in clauses (c) and (d) of this Article IV have been satisfied;
(viii) a certificate from the chief financial officer of the Borrower attesting to the Solvency of the Loan Parties before and after giving effect to the Transactions;
(ix) a certificate from the chief financial officer of the Borrower to the effect that, after giving effect to the Transactions to be consummated on the Closing Date, the Borrower and the Subsidiaries shall have at least $70,000,000 of unrestricted cash and Cash Equivalents;
(x) a certified copy of the 2013 Supplemental Indenture, duly executed by the parties thereto, which shall be consistent with the Exchange Offer Circular and otherwise be in form and substance reasonably satisfactory to the Administrative Agent and which shall have become or shall simultaneously become effective in accordance with the terms of the 2013 Original Indenture;
(xi) a certified copy of the 2013 New Indenture, duly executed by the parties thereto, which shall be consistent with the Exchange Offer Circular and otherwise be in form and substance reasonably satisfactory to the Administrative Agent;
(xii) a notice of borrowing under Section 2.02;
(xiii) a Perfection Certificate, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are Permitted Liens or have been released; and
(xiv) evidence that the commitments under the Existing Credit Agreement shall have been, or shall substantially concurrently be, terminated, all loans and other amounts outstanding thereunder shall have been, or shall substantially concurrently be, paid in full and all Liens securing the obligations thereunder and under any related agreements shall have been, or shall substantially concurrently be, released.
(b) The Guarantee and Collateral Requirement (other than the requirements set forth in clauses (e), (f) and (g) of the definition of such term) shall have been satisfied.
(c) The Borrower (i) shall have accepted, or substantially concurrently shall accept, for exchange all of the 2013 Original Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer and issued 2013 New Notes in exchange therefor and (ii) shall have received the Requisite Consents (as defined in the Exchange Offer Circular).
(i) The representations and warranties of the Borrower and each other Loan Party contained in Article V or in any other Loan Document shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (ii) no Default shall have occurred and be continuing or would result from such proposed making of Loans or application of the proceeds therefrom or from the issuance of the Letters of Credit.
(e) The Lenders shall have received the financial statements referred to in Section 5.05.
(f) The Lenders shall have received financial projections of the Borrower and its Subsidiaries for the years 2007 through 2010, in form and substance satisfactory to the Administrative Agent:Lenders.
(ig) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the The Administrative Agent shall have received evidence, satisfactory evidence that the insurance required by Section 6.08 and by the Guarantee and Collateral Agreement is in effect.
(h) All fees required to be paid to the Administrative AgentAgents and the Arrangers on or before the Closing Date shall have been paid. All costs and expenses (including legal fees and expenses, that title premiums, survey charges and recording taxes and fees) required to be paid to the Agents and the Arrangers shall have been paid to the extent due and invoiced.
(i) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower has paid (or will pay with the proceeds any of the initial Credit Extensions) all fees andits Subsidiaries pending or, to the extent billedknowledge of the Borrower, expenses payable threatened before any Governmental Authority or arbitrator that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(j) All material governmental authorizations and all third party consents and approvals necessary in connection with the Transactions shall have been obtained and shall remain in effect.
(k) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations. Notwithstanding the foregoing, if the Borrower shall have used commercially reasonable efforts to procure and deliver, but shall nevertheless be unable to deliver, any mortgages, foreign pledge agreements and control agreements required to perfect Liens on the Collateral, or any related lien searches, agreements of third parties or documents from public officials, such delivery shall not be a condition precedent to the obligations of the Term Lenders, the LC Lenders or the LC Issuers hereunder on the Effective Date (including amounts then payable Closing Date, but shall be required to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers be accomplished as to the Effective Dateprovided in Section 6.18.
Appears in 1 contract
Conditions Precedent to Effectiveness. This The effectiveness of this Amended and Restated Receivables Purchase Agreement (including is subject to the Commitments of condition precedent that the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that date of such Purchase the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each (unless otherwise indicated) dated a date reasonably satisfactory to the Administrative Agent and otherwise such date, in form and substance satisfactory to the Administrative Agent:
(ia) Certified copies A Certificate duly executed by each Seller;
(b) A copy of the resolutions of the Board of Directors or equivalent managing body of each Seller approving this Agreement, the Borrower approving Certificate and the other Agreement Documents to be delivered by it hereunder and the transactions contemplated hereby, certified by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyits Secretary or Assistant Secretary;
(iic) Good standing certificates for each domestic Seller issued by the Secretaries of State of Wisconsin and Massachusetts, as appropriate;
(d) A certificate of the Secretary or an Assistant Secretary of Borrower each Seller certifying (A) the names and true signatures of the officers of the Borrower authorized on its behalf to sign this Agreement Agreement, the Certificate and the other documents Agreement Documents to be delivered hereunder; by it hereunder (B) that attached thereto are true on which certificate the Agent and correct copies of each Purchaser may conclusively rely until such time as the organizational documents of Agent shall receive from such Seller a revised certificate meeting the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower requirements of this Agreement and the documents contemplated herebysubsection (d));
(iiie) The Articles of Incorporation of each domestic Seller, duly certified by the Secretary of State of Wisconsin or Massachusetts, as appropriate, as of a recent date acceptable to Agent, together with a copy of the By-laws of each Seller, duly certified by the Secretary or an Assistant Secretary of such Seller;
(f) Acknowledgment copies of amendments to the Financing Statements filed pursuant to the Original Purchase Agreement, which amendments shall have been filed on or prior to the date hereof;
(g) A certificate signed search report provided in writing to the Agent by either CT Corporation, listing all effective financing statements that name any domestic Seller as debtor and that are filed in the chief financial officerjurisdictions in which filings were made pursuant to subsection (f) above, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date together with copies of such certificate as though made on and as financing statements (none of such date and (B) no Event of Default which shall cover any Receivables or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andContracts);
(ivh) A favorable opinion of Xxxxxxx Xxxxx LLPQuarxxx & Xradx, counsel for the Borrowerxxunsel to Sellers, in substantially the form and substance reasonably acceptable to of Exhibit 5.01(h);
(i) Evidence of the Administrative payment of any applicable Agent's fee; and
(cj) the Administrative Agent shall have received evidenceDuly executed copy of Part I of a Periodic Report together with a completed Schedule I thereto calculated as of July 31, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date1995.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:.
(a) the Administrative The Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that Effective Date the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day, in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions counterparts hereof signed by each of the Board parties hereto (or, in the case of Directors any party as to which an executed counterpart shall not have been received, receipt by the Agent of telegraphic, telecopy, electronic communication or equivalent managing body other written confirmation from such party of the Borrower approving the transactions contemplated execution of a counterpart hereof by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebysuch party);
(ii) A the Revolving Advance Notes payable to the Lenders, respectively, requesting same;
(iii) (A) an opinion of the General Counsel of the Borrower and Parent, and (B) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Borrower and Parent, each in a customary form reasonably satisfactory to the Agent;
(iv) certified copies of the resolutions of (x) the Board of Managers of the Borrower approving this Agreement and the Notes and (y) the Board of Directors of Parent approving this Agreement;
(v) a certificate signed by the Chief Financial Officer or the Treasurer of the Borrower, dated the Effective Date, to the effects set forth in clauses (a) and (b) of Section 3.02;
(vi) a certificate of the Secretary or an Assistant Secretary of each of the Borrower and Parent certifying (A) the names and true signatures of the officers of the Borrower and Parent authorized to sign this Agreement and the Notes, as applicable, and the other documents to be delivered hereunder; and
(Bvii) that attached thereto are true all organizational documents and correct copies public officials’ certifications in respect of the organizational documents of Borrower and the BorrowerParent that the Agent may have reasonably requested prior to the date hereof.
(b) The Agent and the Joint Lead Arrangers shall have received all fees and other amounts due and payable to them on or prior to the Effective Date, in each case in effect on such date; and (C) that attached thereto are true and correct copies for which invoices have been presented to the Borrower at least two Business Days’ prior to the date hereof, including reimbursement or payment of all governmental reasonable and regulatory authorizations invoiced out-of-pocket fees, charges and approvals expenses of a single counsel and of a single local counsel to the Agent and the Joint Lead Arrangers in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and such other counsel retained with the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), required for the due execution, delivery and performance to be reimbursed or paid by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; andhereunder.
(c) the Administrative Agent The Lenders shall have received evidencereceived, satisfactory at least two Business Days prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees anddate hereof, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable requested at least five Business Days prior to the Joint Active Lead Arrangers date hereof, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Agents)Patriot Act. Promptly upon the occurrence thereof, the Administrative The Agent shall notify the Borrower, Borrower and the Lenders and the LC Issuers as to of the Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all and as of the first date (the "Effective Date") on which the following conditions precedent have been satisfied:satisfied (or waived in accordance with Section 8.01):
(a) The Agent's receipt of the Administrative Agent shall have received evidencefollowing, satisfactory to the Administrative Agent, that each properly executed by a duly authorized officer of the Borrower has paid (or will pay with the proceeds where applicable), each dated as of the initial Credit Extensions) all amounts then payable by Effective Date (or, in the Borrower under case of certificates of governmental officials, a recent date before the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Effective Date):
(b) the Administrative Agent shall have received (i) a counterpart (x) executed counterparts of this Agreement signed on behalf of each party hereto or (iiy) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:Agreement;
(iii) Certified certified copies of resolutions or other action of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing Borrower, incumbency certificates and/or other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate certificates of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower establishing the identities of and verifying the authority and capacity of each officer thereof authorized to sign this Agreement and the other documents to be delivered hereunderNotes; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;and
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer certified copies of the Borrower stating that (A) Borrower's organizational documents and certificate of good standing in the representations and warranties contained in Section 4.01 are correct on and as Borrower's jurisdiction of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation.
(ivb) A favorable opinion of Xxxxxxx Xxxxx LLPAll costs, counsel for fees, expenses to the Borrowerextent invoiced at least one day prior to the Effective Date and the fees payable pursuant to Section 2.03 to the Joint Bookrunners, the Agent or the Lenders shall have been paid on or prior to the Effective Date, in form and substance reasonably acceptable each case, to the Administrative Agent; andextent required by this Agreement to be paid on or prior to the Effective Date.
(c) To the Administrative extent reasonably requested reasonably in advance of the Effective Date by any of the Agent, the Joint Bookrunners or the Lenders, the Agent shall have received evidencereceived, satisfactory prior to the Administrative AgentEffective Date, that all documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents)PATRIOT Act. Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, Borrower and the Lenders and the LC Issuers as to the Effective Date, and such notice shall be conclusive and binding. Delivery by any Lender or the Agent of an executed signature page to this Agreement shall be conclusive evidence that such Person has determined the conditions to the Effective Date have been met for purposes of this Section 3.01.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15October 13, 20112017, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility Agreement (after giving effect to the last sentence of Section 2.16.1) and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either any of the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, substantially in the form and substance reasonably acceptable to the Administrative Agentof Exhibit D; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Closing Date (including amounts then payable to the Joint Active Lead Arrangers and the AgentsAdministrative Agent). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers Issuer as to the Effective Closing Date.
Appears in 1 contract
Samples: Credit Agreement
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of the Secretary or an Assistant Secretary of Borrower the Seller, dated the Closing Date, certifying (A) the names and true signatures of the incumbent officers of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that attached thereto are true the copy of the certificate of incorporation of the Seller is a complete and correct copies copy and that such certificate of the organizational documents of the Borrowerincorporation has not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that attached thereto the copy of the by-laws of the Seller are true a complete and correct copies copy, and that such by-laws have not been amended, modified or supplemented and are in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as Seller’s State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andincorporation;
(iv) A favorable opinion filed, original copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel and naming the Seller as the “Debtor/Seller”, the Purchaser as “Secured Party/Buyer” and the Collateral Agent, for the Borrowerbenefit of the Secured Parties, as “Total Assignee”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in all Sale Portfolio;
(v) copies of properly authorized termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to release all security interests and similar rights of any Person in the Sale Portfolio previously granted by the Seller;
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, each Lender Agent and the Administrative Agent; and
(c) , and the Purchaser, each Lender Agent and the Administrative Agent shall have received evidencefrom the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser, each Lender Agent and the Administrative Agent may have requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Purchaser;
(ix) the Borrower has Seller shall have paid all fees then required to be paid by it on the Closing Date; and
(x) one or will pay more favorable Opinions of Counsel from counsel to the Seller with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Golub Capital Investment Corp)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The satisfaction of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all each of the following shall constitute conditions precedent have been satisfied:to the effectiveness of this Agreement and each and every provision hereof (such date being the “Agreement Effective Date”):
(a) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the counterparts of this Agreement duly executed and delivered by each Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedeach Guarantor;
(b) the Administrative Agent Lender shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsreceived, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLender:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated a replacement Note, evidencing Revolving Loans, duly executed and delivered by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyeach Borrower;
(ii) A certificate a duly executed original replacement common stock purchase warrant issued to Lender in the form of Exhibit C hereto (the “New Warrant”),
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Loan Party as Lender may require to establish the identities of and verify the authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof;
(iv) such evidence as Lender may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing (to the extent such concept is applicable in the relevant jurisdiction) and qualified to engage in business in such Loan Party’s jurisdiction of organization and in each foreign jurisdiction in which such Loan Party is required to be qualified, including certified copies of such Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the like,
(c) except for representations and warranties which would otherwise fail to be true and correct solely as a result of the Secretary or an Assistant Secretary of Borrower certifying (A) the names occurrence and true signatures continuance of the officers of Specified Defaults, the Borrower authorized to sign this representations and warranties herein and in the Credit Agreement and the other documents to Loan Documents shall be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrowerin all material respects (except where any such representation and warranty is already subject to a materiality standard, in each which case in effect on such date; representation and (C) that attached thereto are warranty is true and correct copies of in all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iiirespects) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier day);
(Bd) no Default or Event of Default or Unmatured Event of Default has (other than the Specified Defaults) shall have occurred and is be continuing on the date hereof, nor shall result from the consummation of such certificatethe transactions contemplated herein; and
(ive) A favorable opinion no injunction, writ, restraining order or other order of Xxxxxxx Xxxxx LLPany nature prohibiting, counsel for directly or indirectly, the Borrower, in form and substance reasonably acceptable to consummation of the Administrative Agent; and
(c) the Administrative Agent transactions contemplated herein shall have received evidence, satisfactory been issued and remain in force by any Governmental Authority against any Borrower or any Guarantor or Lender. [***] Omitted pursuant to the Administrative Agent, that the Borrower has paid (or will pay a request for confidential treatment with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateSEC.
Appears in 1 contract
Samples: Credit Agreement (Sphere 3D Corp)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The obligations of the Lenders and the obligations of the Borrower hereunder) to make Advances hereunder shall not become effective if, until the date (the "Closing Date") on or before April 15, 2011, all which each of the following conditions precedent have been is satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that Closing Date the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Closing Date, in form and substance satisfactory to the Administrative Agent:Agent and in sufficient copies for each Lender (except for the Notes):
(i) Certified copies Counterparts of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated this Agreement, duly executed by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;each Borrower.
(ii) Contract Notes of each Borrower, duly made to the order of each Lender in the amount of such Borrower's Fraction of such Lender's Commitment.
(iii) Counterparts of the Mortgages, duly executed by the Collateral Agent and each Borrower party thereto.
(iv) Counterparts of the Collateral Agency Agreement, duly executed by the Collateral Agent, the Borrowers and each of the Lenders.
(v) A certificate of the Secretary or an Assistant Secretary (or analogous officer or representative) of each Borrower certifying certifying:
(A) the names and true signatures of the officers of the such Borrower authorized to sign this Agreement and the other documents Loan Documents to be executed and delivered hereunder; by such Borrower;
(B) that attached thereto are true and correct copies of: (1) the Articles of the organizational documents Incorporation and By-laws of the such Borrower, in each case together with all amendments thereto, as in effect on such date; (2) the resolutions of such Borrower's Board of Directors approving the execution, delivery and performance by such Borrower of the Loan Documents to be executed and delivered by such Borrower; (3) all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance by such Borrower of the Loan Documents to be executed and delivered by such Borrower; and (C4) that attached thereto are true and correct copies of all governmental Governmental Approvals referred to in clauses (i) and regulatory authorizations and approvals (ii) of the definition of "Governmental Approval" required for to be obtained by such Borrower in connection with the due execution, delivery and performance by such Borrower of the Loan Documents to be executed and delivered by such Borrower (including the required orders of the Securities and Exchange Commission and Connecticut Department of Public Utility Control); and
(C) that the resolutions referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date.
(vi) A certificate signed by the Treasurer or Assistant Treasurer of each Borrower, certifying as to:
(A) the SEC Borrowing Limit of such Borrower as in effect on the Closing Date;
(B) the delivery to each of the Lenders, prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and
(C) the absence of any material adverse change in the financial condition, operations, properties or prospects of such Borrower since June 30, 1999, except as disclosed in the Disclosure Documents.
(vii) A certificate of a duly authorized officer of each Borrower stating that (i) the representations and warranties of such Borrower contained in Section 6.01 are correct, in all material respects, on and as of the Closing Date before and after giving effect to any Advances to be made on such date and the application of the proceeds thereof, and (ii) no event has occurred and is continuing with respect to such Borrower which constitutes an Event of Default or Unmatured Default in respect of such Borrower, or would result from such initial Advances or the application of the proceeds thereof.
(viii) Such financial, business and other information regarding each Borrower and its Subsidiaries, as any Lender shall have reasonably requested.
(ix) Favorable opinions of:
(A) Day, Xxxxx & Xxxxxx, counsel to the Borrowers, in substantially the form of Exhibit 5.01A hereto and as to such other matters as any Lender may reasonably request;
(B) Xxxxxxx X. Xxxxxx, Assistant General Counsel of NUSCO, in substantially the form of Exhibit 5.01B hereto; and as to such other matters as any Lender may reasonably request; and
(C) King & Spalding, special New York counsel to the Administrative Agent, in substantially the form of Exhibit 5.01C hereto and as to such other matters as any Lender may reasonably request.
(x) Irrevocable notice to the administrative agent under the Existing Credit Facility notifying such agent of the termination of the "Commitments" of the lenders thereunder, effective on or before the Closing Date.
(b) The "Commitments" under the Existing Credit Facility shall have been terminated and all amounts outstanding thereunder shall have been (or will have been, upon the first Advance and the application of the proceeds thereof on the Closing Date) paid in full.
(c) All fees and other amounts payable pursuant to Section 2.02 hereof or pursuant to the Fee Letter shall have been paid (to the extent then due and payable).
(d) The Administrative Agent shall have received such other approvals, opinions and documents as the Majority Lenders, through the Administrative Agent, shall have reasonably requested as to the legality, validity, binding effect or enforceability of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either Notes or the chief financial officercondition, principal accounting officer operations, properties or treasurer prospects of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the each Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The amendments set forth in Section I hereof shall be effective on and as of the Lenders and date hereof (the obligations of "FIFTH AMENDMENT EFFECTIVE DATE") upon the Borrower hereunder) shall become effective ifsatisfaction, or waiver by the Requisite Lenders, on or before April 15after the date hereof, 2011, all of the following conditions precedent have been satisfiedconditions:
(ai) The Company, the Borrowers, the other Credit Parties and the Requisite Lenders shall have indicated their consent by the execution and delivery of the signature pages hereof to the Administrative Agent.
(ii) The Administrative Agent shall have received evidencea certificate from the Company, satisfactory to the Administrative Agent, certifying that the Borrower has paid (or will pay with the proceeds as of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsFifth Amendment Effective Date, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 III herein and in the other Credit Documents are true and correct in all material respects on and as of the date of such certificate Fifth Amendment Effective Date to the same extent as though made on and as of the Fifth Amendment Effective Date, except to the extent such date representations and (B) no Event of Default or Unmatured Event of Default has occurred warranties specifically relate to an earlier date, in which case such representations and is continuing warranties are true and correct in all material respects on the date and as of such certificate; andearlier date.
(iviii) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the The Administrative Agent shall have received evidencea certificate from the Company, satisfactory to the Administrative Agent, certifying that the Borrower has paid (or will pay with the proceeds as of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Fifth Amendment Effective Date (including amounts then payable after giving effect to the Joint Active Lead Arrangers amendments contained herein), no event shall have occurred and be continuing that would constitute an Event of Default or a Default.
(iv) The Administrative Agent and Lenders shall have received such other documents and information regarding Credit Parties and the Agents). Promptly upon the occurrence thereof, Credit Agreement as the Administrative Agent shall notify the Borrower, the or Lenders and the LC Issuers as may have reasonably requested prior to the Effective Datedate hereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (ISG Georgetown Inc.)
Conditions Precedent to Effectiveness. This Agreement (including The effectiveness of this Agreement, in addition to the Commitments conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the satisfaction of the Lenders Agent and the obligations its counsel, of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all each of the following conditions precedent have been satisfiedon or before the Closing Date:
(a) the Administrative Agent Borrower shall have received evidence, executed and delivered to Agent the Disclosure Statement required under this Agreement. The form and content of the Disclosure Statement shall be satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received the Reaffirmation Agreement, duly executed and delivered by each party thereto;
(c) Agent shall have received the Amendment Number Five to Revolving Note and Cash Subordination Agreement & Revolving Note, in form and substance reasonably satisfactory to Agent, executed and delivered by all parties thereto and in full force and effect, together with evidence, satisfactory to Agent, that FINRA approval has been obtained with respect to the amendments to the Broker/Dealer Credit Facility as set forth therein;
(d) Agent shall have received a certificate executed by the Secretary of Borrower to the effect that: (i) Borrower and each of its Subsidiaries has each obtained all orders, consents, approvals, and other authorizations and having made all filings and other notifications (governmental or otherwise) required in connection with the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect on Borrower or any of its Subsidiaries, (ii) the Governing Documents of Borrower that were provided to CNB on October 11, 2012 have not been amended since they were last provided to CNB on such date, and are in full force and effect as of the date hereof, (ii) the signature and incumbency certificate of the Responsible Officers of Borrower attached thereto as an exhibit and last provided to CNB on October 11, 2012 is true and correct as of the date hereof, and (iii) attaching a copy of the resolutions of Borrower, certified as of the Closing Date, authorizing (A) the transactions contemplated by the Loan Documents to which Borrower is or will be a party, and (B) the execution, delivery and performance by Borrower of each Loan Document to which Borrower is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(e) Agent shall have received a certificate executed by the Secretary of Harvest to the effect that: (i) the Governing Documents of Harvest that were provided to CNB on October 11, 2012 have not been amended since they were last provided to CNB on such date, and are in full force and effect as of the date hereof, (ii) the signature and incumbency certificate of the Responsible Officers of Harvest attached thereto as an exhibit and last provided to CNB on October 11, 2012 is true and correct as of the date hereof, and (iii) attaching a copy of the resolutions of Harvest, certified as of the Closing Date, authorizing (A) the transactions contemplated by the Loan Documents to which Harvest is or will be a party, and (B) the execution, delivery and performance by Harvest of each Loan Document to which Harvest is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(f) Agent shall have received a certificate executed by the Secretary of JMP Securities to the effect that: (i) the Governing Documents of JMP Securities that were provided to CNB on October 11, 2012 have not been amended since they were last provided to CNB on such date, and are in full force and effect as of the date hereof, (ii) the signature and incumbency certificate of the Responsible Officers of JMP Securities attached thereto as an exhibit and last provided to CNB on October 11, 2012 is true and correct as of the date hereof, and (iii) attaching a copy of the resolutions of JMP Securities, certified as of the Closing Date, authorizing (A) the transactions contemplated by the Loan Documents to which JMP Securities is or will be a party, and (B) the execution, delivery and performance by JMP Securities of each Loan Document to which JMP Securities is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(g) Agent shall have received full payment of all fees set forth in the Fee Letter that are required to be paid on the Closing Date;
(h) Agent shall have received form FR U-1, with Part I fully completed and executed by Borrower;
(i) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened that could have, in the reasonable opinion of Agent: (i) a counterpart of this Agreement signed material adverse effect on behalf of each party hereto Borrower’s or any Guarantor’s ability to repay the Loans or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:Material Adverse Effect on Borrower or any Guarantor; and
(ij) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to shall be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers Agent and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateits counsel.
Appears in 1 contract
Samples: Credit Agreement (JMP Group Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the The obligations of the Borrower hereunder) Fronting Bank and the Lenders to make Extensions of Credit hereunder shall not become effective if, until the date (the “Closing Date”) on or before April 15, 2011, all which each of the following conditions precedent have been is satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that Closing Date the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Closing Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for the Fronting Bank and each Lender:
(i) Certified copies Counterparts of resolutions of this Agreement, duly executed by the Board of Directors or equivalent managing body of Borrower, the Borrower approving the transactions contemplated by this Agreement Administrative Agent, each Fronting Bank and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;each Bank.
(ii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying certifying:
(A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; Loan Documents;
(B) that attached thereto are true and correct copies of: (1) the Declaration of the organizational documents Trust of the Borrower, in each case together with all amendments thereto, as in effect on such date; and (C2) that attached thereto are true and correct copies the resolutions of all governmental and regulatory authorizations and approvals required for the due Borrower’s board of trustees approving the execution, delivery and performance by the Borrower of this Agreement the Loan Documents; (3) all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance of the documents contemplated hereby;Loan Documents by the Borrower; and (4) true and correct copies of all Governmental Approvals referred to in clause (i) of the definition of “Governmental Approval” required to be obtained by the Borrower in connection with the execution, delivery and performance by the Borrower of the Loan Documents (including the order of the Securities and Exchange Commission); and
(C) that the resolutions referred to in clause (B)(2) above have not been modified, revoked or rescinded and are in full force and effect on such date.
(iii) A certificate signed by either the chief Treasurer or Assistant Treasurer of the Borrower, certifying as to:
(A) the delivery to the Fronting Bank and each of the Lenders, prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and
(B) the absence of any material adverse change in the business, condition (financial officeror otherwise), principal accounting operations, properties or prospects of the Borrower or the Borrower and its Principal Subsidiaries, taken as a whole, since September 30, 2005, except as disclosed in the Disclosure Documents.
(iv) A certificate of a duly authorized officer or treasurer of the Borrower stating that (Ai) the representations and warranties of the Borrower contained in Section 4.01 6.01 are correct correct, in all material respects, on and as of the date Closing Date before and after giving effect to any Extensions of such certificate as though Credit to be made on and as of such date and the application of the proceeds thereof, and (Bii) no event has occurred and is continuing that constitutes an Event of Default or Unmatured Event Default, or would result from such initial Extensions of Default has occurred Credit or the application of the proceeds thereof.
(v) Such financial, business and is continuing on other information regarding the date Borrower and its Principal Subsidiaries, as the Fronting Bank or any Lender shall have reasonably requested.
(vi) Favorable opinions of:
(A) Xxxxxxx X. Xxxxxx, Assistant General Counsel of NUSCO, in substantially the form of Exhibit 5.01A hereto, and of such certificateother counsel as relied upon therein; and as to such other matters as the Fronting Bank or any Lender may reasonably request; and
(ivB) A favorable opinion of Xxxxxxx Xxxxx King & Spalding LLP, special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and, in substantially the form of Exhibit 5.01B hereto and as to such other matters as the Fronting Bank or any Lender may reasonably request.
(b) All fees and other amounts payable pursuant to Section 2.03 or pursuant to the Fee Letter shall have been paid (to the extent then due and payable).
(c) the The Administrative Agent shall have received evidencesuch other approvals, satisfactory to opinions and documents as the Fronting Bank or the Majority Lenders, through the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers have reasonably requested as to the Effective Datelegality, validity, binding effect or enforceability of this Agreement or the financial condition, operations, properties or prospects of the Borrower and its Principal Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Western Massachusetts Electric Co)
Conditions Precedent to Effectiveness. This Agreement (including shall be effective on the Commitments of Fourth Amendment Effective Date upon the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all satisfaction of the following conditions precedent have been satisfiedprecedent:
(a) the Administrative Agent shall have received evidencecounterparts of this Agreement duly executed by the Company, satisfactory to the Designated Borrowers, the Guarantors, the Required Lenders, all Lenders (other than the Term A-3 Lenders), the Administrative Agent, that Agent and the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;L/C Issuer; and
(b) the Administrative Agent shall have received (i) a counterpart Agent, for the benefit of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise the Lenders, shall have received all fees due and payable in form connection with this Agreement that are required to be paid on or before the Fourth Amendment Effective Date and, to the extent invoiced at least two (2) Business Days prior to the Fourth Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and substance under the Amended Credit Agreement. Without limiting the generality of Section 9.03(c) of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each of the Lenders and the L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) L/C Issuer unless the Administrative Agent shall have received evidence, satisfactory notice from such Lender or the L/C Issuer prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the proposed Fourth Amendment Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datespecifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (EnerSys)
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement, and all rights, obligations, and performance of the signatories hereunder, is subject to (i) New England Electric System (XXXX) and other signatories having executed this Agreement committing in the aggregate to Equity Shares (as hereinafter defined) equal to at least 100%, and each such signatory having demonstrated by February 1, 1988, to the satisfaction of New Hampshire Hydro that it is qualified to be an Equity Sponsor pursuant to Section 4, (ii) New England Hydro or New Hampshire Hydro or New England Power or Boston Edison and members of NEPOOL (including the Commitments Boston Edison and New England Power) serving at least 66-2/3% of the Lenders aggregate kilowatthour load served by NEPOOL members in 1980 having executed the other Basic Agreements (except for the Equity Funding Agreement for New England Hydro and the obligations amendments to the NEPOOL Agreement), (iii) each signatory having also executed the Equity Funding Agreement for New England Hydro and having the same percentage of New England Hydro’s equity as its Equity Share hereunder, (iv) members of NEPOOL having executed the Borrower hereunder) shall amendments to the NEPOOL Agreement for Phase II in order that such amendments may become effective ifin accordance with the NEPOOL Agreement, on or before April and (v) each signatory having satisfied the conditions precedent set forth below. By September 15, 20111988, each signatory to this Agreement shall provide certificates and legal opinions from counsel satisfactory to New Hampshire Hydro, together with certified copies of related resolutions, consents, approvals, authorizations, and other documents (Documentation) necessary to establish to the satisfaction of New Hampshire Hydro that all corporate and regulatory consents, waivers, approvals, authorizations and other actions necessary in connection with performance by such signatory of its obligations under the following conditions precedent Agreement have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agentobtained and are in full force and effect, that the Borrower Agreement has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable been duly authorized, executed, and delivered by such signatory, and that it constitutes a binding commitment by the Borrower signatory enforceable in accordance with its terms. Forms of Documentation acceptable to New Hampshire Hydro are included in Attachment B hereto. Prior to signing this Agreement, each signatory has provided to New Hampshire Hydro a listing of all consents, waivers, approvals, authorizations, and other actions required for that signatory to deliver its Documentation. Vermont Electric Power Company, Inc. (VELCO) and Massachusetts Municipal Wholesale Electric Company (MMWEC) represent qualified signed on Schedules and MMWEC contracts a number of electric systems. If they desire and are to be Equity Sponsors, they shall be deemed to have behalf of those respective systems listed in I or II, respectively. By September 1, 1988, VELCO will provide New Hampshire Hydro with copies of with their respective systems which impose absolute and unconditional obligations on such systems to pay their proportionate shares of all costs or obligation incurred under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf by VELCO or MMWEC, respectively. By that date, VELCO and MMWEC will also provide to New Hampshire Hydro as part of each party hereto or their Documentation certificates, legal opinions (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably from counsel satisfactory to the Administrative Agent New Hampshire Hydro), and otherwise other documents in form and substance satisfactory to New Hampshire Hydro representing unconditionally that all consents, approvals, and authorizations have been obtained by their contracting systems in connection with each such system’s performance of its obligations under its respective contract with VELCO or MMWEC and that each such contract imposes absolute and unconditional obligations on such systems to pay their proportionate shares of all costs incurred under this Agreement by VELCO or MMWEC, respectively, and has been duly authorized, executed, and delivered and is a binding commitment of such system enforceable in accordance with its terms. If regulatory approvals have not been obtained by September 1, 1988, such representations shall be conditioned upon receipt of regulatory approvals. VELCO and MMWEC will have until September 15, 1988, to receive such approvals and make such representations unconditionally. In order that percentages of participation be consistent among the Administrative Agent:
(i) Certified copies Basic Agreements, VELCO and MMWEC shall have 96094872.2 their contracts with their contracting systems cover the necessary commitments for each Basic Agreement. All expenses in connection with obtaining and delivering any Documentation under this Agreement, including legal opinions, are to be borne by the signatory incurring such expense. New Hampshire Hydro will have no responsibility for any expenses incurred by VELCO and MMWEC in providing Documentation for their respective contracting systems. Any signatory that fails to meet the requirements of resolutions of Section 2 by the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by deadlines contained herein will not be an Equity Sponsor under this Agreement and of will not have any rights and obligations hereunder. New Hampshire Hydro by written notice to all documents evidencing other necessary organizational action signatories may extend any deadline date specified in this Agreement to a later date, provided that any extension for longer than six months requires the consent of the Borrower with respect to this Agreement and Advisory Committee under the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateNew Hampshire HVDC Support Agreement.
Appears in 1 contract
Samples: Equity Funding Agreement (Public Service Co of New Hampshire)
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender and each LC Issuing Bank to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below and the General and Refunding Mortgage Bond described in paragraph (viii) below) for each Lender and each LC Issuing Bank:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Nevada as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of DMSLIBRARY01\30351218.v6 Nevada (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents (including, without limitation, the amendment or replacement of the existing General and Refunding Mortgage Bond).
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(viii) The General and Refunding Mortgage Bond referred to in clause (a) of the definition thereof, duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the Indenture Trustee.
(A) Certified copies of the General and Refunding Mortgage Indenture as in effect on the Closing Date; (B) an Officer’s Certificate pursuant to a supplemental indenture or board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bond referred to in paragraph (viii) above; (C) a “Company Order” (as defined in the General and Refunding Mortgage Indenture) requesting authentication of such General and Refunding Mortgage Bond by the Indenture Trustee; and (D) all legal opinions provided in connection with the issuance of such General and Refunding Mortgage Bond, including any provided pursuant to Section 4.01(d) of the General and Refunding Mortgage Indenture.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default. DMSLIBRARY01\30351218.v6
(c) The Borrower shall have paid all accrued fees and expenses under the Existing Credit Agreement payable on the date hereof and all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as the Administrative Agent, any Lender or any LC Issuers as to Issuing Bank shall have reasonably requested through the Effective DateAdministrative Agent reasonably in advance of the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments shall be effective as of the Lenders and date first above written upon the obligations of the Borrower hereunder) shall become effective if, date on or before April 15, 2011, all which each of the following conditions precedent have been are satisfied:
(a) the Administrative Agent Lender shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds counterparts executed by each other party thereto of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, by original or electronic transmission (promptly followed by originals), each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLender:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement;
(ii) A certificate of a Landlord Subordination Agreement respecting the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrowerreal property commonly known as 0000 Xxxxx Xx., in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due executionXxxxx, delivery and performance by the Borrower of this Agreement and the documents contemplated herebyMinnesota 55121;
(iii) A an Amended and Restated Borrowing Base Line of Credit Note in the form attached hereto as Exhibit D;
(iv) a Consent and Agreement by Guarantor in the form attached to this Agreement;
(v) an Organization and Authorization Certificate in the form attached to this Agreement;
(vi) a borrowing base certificate signed by either in the chief financial officerform of Exhibit B attached hereto and a schedule of inventory in the form of Exhibit C attached hereto, principal accounting officer or treasurer in each case prepared on a Pro Forma Basis to give effect to the Acquisition, and demonstrating to Lender's satisfaction that, after giving effect to any Advance made for the purpose of funding the Acquisition, the Excess Availability Amount shall be no less than ten percent (10%) of the Borrowing Base;
(vii) a flow of funds agreement among Borrower, Lender, and, if required by Lender, Seller, governing Borrower's use of the proceeds of Advances to fund the Acquisition;
(viii) a Perfection Certificate by Borrower stating that in favor of Lender reflecting the Acquisition;
(Aix) the representations and warranties contained in Section 4.01 are correct on and a certificate from a responsible officer of Joining Borrower, including an incumbency certificate, dated as of the date of such certificate hereof, certifying as though made on and to Joining Borrower's organizational documents (which, to the extent filed with a governmental authority, shall be certified as of a recent date by such date governmental authority), the resolutions of manager(s) or member(s) of Joining Borrower, as applicable, the good standing, existence or its equivalent of Joining Borrower and (Bof the incumbency of the responsible officer(s) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateJoining Borrower; and
(ivx) A favorable opinion of Xxxxxxx Xxxxx LLP, such other documents and certificates as Lender or its counsel for the may reasonably request relating to Borrower, Guarantor, Seller, the authorization of this Agreement, the Acquisition, and any other legal matters relating to Borrower and Guarantor, the Loan Agreement, the Acquisition or this Agreement.
(b) Borrower shall have paid or caused to be paid to Lender a line increase fee in form the amount of $7,500.00 in immediately available funds, which shall be fully earned and substance reasonably acceptable to the Administrative Agent; andnon-refundable when paid.
(c) the Administrative Agent Joining Borrower shall have received evidenceestablished a lockbox with Lender pursuant to Section 3.3 of the Loan Agreement.
(d) All fees and expenses incurred or payable by Lender (including, satisfactory to the Administrative Agentwithout limitation, that the Borrower has paid (or will pay reasonable fees and expenses of counsel for Lender), arising in connection with the proceeds negotiation, preparation and execution of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datethis Agreement.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) Amendment shall become effective ifas of April 30, on or before April 152001 (the "EFFECTIVE DATE"), 2011provided, all however, that the effectiveness of the following conditions precedent have been satisfiedprovisions of Sections 1(h), 1(i) and 3 hereof is subject to the receipt by the Agent of the following, each appropriately completed and duly executed as required and otherwise in form and substance reasonably satisfactory to the Agent:
(a) the Administrative Agent shall have received evidencecounterparts of this Amendment, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable executed by the Borrower under Company and the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Guarantors.
(b) the Administrative Agent shall have received (i) a counterpart an opinion of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement Deboxxx X. Xxxxxx, xx her capacity as Vice President, Secretary and each General Counsel of the following documents, each dated a date reasonably satisfactory Company and addressed to the Administrative Agent and otherwise the other Secured Parties (as defined in the Security Agreement), in form and substance satisfactory to the Administrative Agent:;
(c) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the security interests of the Agent, or other evidence satisfactory to the Agent that there has been filed, registered or recorded all financing statements and other filings, registrations and recordings necessary and advisable to perfect the Liens of the Agent in accordance with applicable law;
(d) evidence of the payment of (i) Certified copies of resolutions an amendment fee to be shared by the Banks in accordance with each Bank's Pro Rata Share, as required by the letter agreement between the Company and the Banks dated April 30, 2001, and (ii) all legal fees and expenses of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement Agent and the documents contemplated herebyBanks heretofore billed to the Company;
(iie) A a certificate of the Secretary or an Assistant Secretary of Borrower the Company and each Guarantor certifying as to (A) the names and true signatures resolutions of the officers board of directors or members, as the case may be, of the Borrower authorized to sign this Agreement Company and each Guarantor authorizing the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officerAmendment, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event the name(s) of Default or Unmatured Event the officer(s) of Default has occurred the Company and is continuing each Guarantor authorized to sign this Amendment and the documents related hereto on behalf of the date of such certificateCompany and each Guarantor; and
(ivf) A favorable opinion of Xxxxxxx Xxxxx LLPsuch other instruments, counsel for agreements and documents as the BorrowerAgent may reasonably request, in each case duly executed as required and otherwise in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Midway Games Inc)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The effectiveness of the Lenders amendment and the obligations restatement of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all Existing Credit Agreement contemplated hereby is subject to the prior fulfillment of each of the following conditions precedent have been satisfiedconditions:
(a) the The Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyThis duly executed Agreement;
(ii) Duly executed Notes payable to the order of each Lender requesting a promissory note in the amount of such Lender’s Revolving Loan Commitment;
(iii) The Fee Letter duly executed by the Administrative Borrower;
(iv) A certificate of the Secretary Chief Financial Officer of the Administrative Borrower designating the Authorized Signatories as of the Agreement Date;
(v) The favorable written legal opinion(s) of counsel to the Credit Parties, addressed to the Lender Group, and covering such matters relating to the Credit Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;
(vi) A duly executed funds disbursement agreement and Request for Advance for the initial Advance of Revolving Loans;
(vii) A certificate signed by an Assistant Secretary Authorized Signatory of Borrower certifying each Credit Party, including a certificate of incumbency with respect to each Authorized Signatory of such Credit Party, together with appropriate attachments which shall include, without limitation, the following: (A) the names and true signatures a copy of the officers certificate of incorporation of such Credit Party certified to be true, complete and correct by the Secretary of State of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; State of such Credit Party’s incorporation, (B) that attached thereto are true a true, complete and correct copies copy of the organizational documents by-laws of the Borrowersuch Credit Party, in each case in effect on such date; and (C) that attached thereto are true a true, complete and correct copies copy of all governmental and regulatory authorizations and approvals required for the due resolutions of such Credit Party authorizing the execution, delivery and performance by such Credit Party of the Borrower of this Agreement Loan Documents and the documents contemplated herebyBank Products Documents and authorizing the borrowings or guaranty, as applicable, hereunder, and (D) certificates of good standing from the State of incorporation of each Credit Party and each other jurisdiction where such Credit Party is required to be qualified to do business as a foreign corporation and a failure to be so qualified could reasonably be expected to have a Materially Adverse Effect;
(iiiviii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer Copies of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as internally prepared quarterly financial statements of the date of such certificate as though made Borrowers and their Subsidiaries on a consolidated basis for the fiscal quarters ending on Xxxxx 00, 0000 xxx Xxxx 00, 0000, (X) the audited consolidated financial statements for the Borrowers and as of such date their Subsidiaries for the fiscal years ending on December 31, 2008, December 31, 2009 and December 31, 2010 and (BC) no Event such other financial information as the Administrative Agent may reasonably request;
(ix) Lien search results for each Credit Party in the state of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateits organization; and
(ivx) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to All such other documents as the Administrative Agent; andAgent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested.
(cb) the The Administrative Agent shall have received evidencepayment of all fees and reasonable expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to the Administrative Agent.
(c) The Lender Group shall have received evidence satisfactory to them that the conditions set forth in Section 4.2 are satisfied and no change in the business assets, management, operations, financial condition or prospects of the Credit Parties shall have occurred since December 31, 2010, which change has had or would be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating.
(d) The Lender Group shall have received evidence satisfactory to them that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, that no other consents or approvals are required and that no Default exists, after giving effect to the initial Advance hereunder, and the Lender Group shall have received a certificate of an Authorized Signatory of the Administrative Borrower so stating.
(e) The Borrowers shall have established the cash management system described in Section 6.15.
(f) The Administrative Agent shall have received confirmation that the Uniform Commercial Code financing statements authorized by the respective Credit Parties as debtor and naming the Administrative Agent as secured party, in such form as shall be satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) have been duly filed in all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers appropriate jurisdictions and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateremain in effect.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the The obligations of the Borrower hereunder) Lender to make Loans and to issue any Letters of Credit hereunder shall not become effective if, until the date on or before April 15, 2011, all which each of the following conditions precedent have been satisfied:is satisfied (or waived in writing by Lender):
(a) the Administrative Agent Lender shall have received evidencepayment of all fees, satisfactory expenses and other amounts due and payable on or prior to the Administrative AgentClosing Date, that the Borrower has including reimbursement or payment of all out-of-pocket expenses of Lender and its Affiliates (including reasonable fees, charges and disbursements of counsel to Lender) required to be reimbursed or paid (or will pay by Borrowers hereunder, under any other Loan Document and under any agreement with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedLender;
(b) the Administrative Agent Lender shall have received the following, each to be in form and substance satisfactory to Lender and its counsel:
(i) a counterpart of this Agreement signed by or on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyhereto;
(ii) A the Note(s) duly executed by Borrowers; - 55 - 6597425.v16 0000-0000-0000 v2
(iii) a certificate of the Secretary or an Assistant Secretary of Borrower each Loan Party attaching and certifying (A) the names copies of its bylaws, or partnership agreement or limited liability company agreement, and true signatures of the officers resolutions of the Borrower authorized to sign this Agreement and the its board of directors or other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the equivalent governing body, or comparable organizational documents of and authorizations, authorizing the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by of the Borrower Loan Documents to which it is a party and certifying the name, title and true signature of this Agreement and each officer of such Loan Party executing the documents contemplated herebyLoan Documents to which it is a party;
(iiiiv) A certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;
(v) favorable written opinions of Xxxx Xxxxxxx, P.C. and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxx-LLP, as local Georgia counsel to Borrowers and Guarantors (together with any local counsel opinions, as applicable), counsel to the Loan Parties, addressed to Lender and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as Lender shall reasonably request;
(vi) a certificate dated the Closing Date and signed by either the chief financial officera Responsible Officer, principal accounting officer or treasurer of the Borrower stating certifying that (A) the representations and warranties contained (1) no Borrower is in Section 4.01 are correct on and as of the date default under any supply agreement with any customer, (2) no customer under any supply agreement has a basis for termination of such certificate as though made on agreement prior to the stated maturity date thereof, and as (3) Borrowers have satisfied all of their obligations under each such date agreement and under applicable law with respect to the products supplied thereunder, and (B) after giving effect to the funding of the initial Revolving Loans and issuance of any Letters of Credit on the Closing Date, (x) no Default or Event of Default or Unmatured Event exists, (y) all representations and warranties of Default has occurred each Loan Party set forth in the Loan Documents are true and is continuing on correct and (z) since the date of such certificate; andthe financial statements of PubCo, Parent and Borrowers described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;
(ivvii) A favorable opinion a duly executed Notice of Xxxxxxx Xxxxx LLPRevolving Borrowing for any initial Revolving Loans;
(viii) a duly executed funds disbursement agreement, counsel for together with a report setting forth the Borrowersources and uses of the proceeds hereof;
(ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any applicable law, or by any contractual obligation of any Loan Party, in form connection with the execution, delivery, performance, validity and substance reasonably acceptable to enforceability of the Administrative Agent; and
(c) Loan Documents or any of the Administrative Agent transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have received evidenceexpired, satisfactory to and no investigation or inquiry by any governmental authority regarding the Administrative Agent, that the Borrower has paid (Commitments or will pay any transaction being financed with the proceeds thereof shall exist;
(x) copies of (A) the internally prepared monthly financial statements of PubCo and its Subsidiaries on a consolidated and consolidating basis for the calendar month ended February 28, 2021, (B) the audited consolidated and consolidating financial statements for PubCo and its Subsidiaries for the Fiscal Year ended December 31, 2020 and (C) financial projections on a monthly basis for the Fiscal Year ending December 31, 2021, and on an annual basis thereafter through the Fiscal Year ending December 31, 2024; - 56 - 6597425.v16 0000-0000-0000 v2
(xi) a certificate, dated the Closing Date and signed by the chief financial officer of Borrower Agent, confirming that the Loan Parties are Solvent on a consolidated basis before and after giving effect to the funding of the initial Credit ExtensionsRevolving Loans and the consummation of the transactions contemplated to occur on the Closing Date;
(xii) the Security Agreement, duly executed by Loan Parties, PubCo, Parent, and each of their Domestic Subsidiaries (other than Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all fees and, necessary or appropriate jurisdictions with respect to the extent billedperfection of the Liens granted under the Security Agreement, expenses payable as requested by Lender in order to perfect such Liens, duly authorized by the Borrower hereunder Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as requested by Lender, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens and Liens to be released on the Effective Date Closing Date, (including amounts then payable C) an information certificate, duly completed and executed by the Loan Parties, and (D) duly executed Patent Security Agreements and Trademark Security Agreements and Copyright Security Agreements, as applicable;
(xiii) Deposit Account Control Agreements, duly executed by Lender, each applicable depository bank and the applicable Borrower;
(xiv) with respect to the Joint Active Lead Arrangers headquarters location and each location where books or records or Collateral is stored or located, a copy of the underlying lease, as applicable, and a Lien Waiver from the landlord of such leased property or the bailee with respect to any warehouse or other location where such books, records or Collateral are stored or located, which Lien Waivers shall be satisfactory to Lender in all respects;
(xv) the Subordination Agreement (Tri-Party), the Subordination Agreement (Advantage), the Subordination Agreement (Kentucky NMTC), and the AgentsSubordination Agreement (Intercompany). Promptly upon , and all other Subordination Agreements required to be delivered on the occurrence thereofClosing Date, in each case, duly executed by the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.applicable parties thereto;
Appears in 1 contract
Samples: Revolving Credit Agreement (Danimer Scientific, Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on upon satisfaction or before April 15, 2011, all waiver of the following conditions precedent have been satisfiedprecedent:
(ai) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, duly executed, each (unless otherwise specified below) dated a date the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(iA) Certified copies duly executed counterpart of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement;
(iiB) A certificate duly executed Security Agreement and Control Agreement and a UCC-1 financing statement;
(C) certified copies of the Secretary or an Assistant Secretary of Borrower certifying (A1) the names and true signatures of the officers of the Borrower authorized to sign this Agreement Organization Documents and the other documents to be delivered hereunder; Prospectus (Bincluding any amendments or supplements thereto) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; (2) the resolutions of the board of trustees of the Borrower authorizing and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for approving the due execution, delivery and performance by the Borrower of this Agreement Agreement, the Security Agreement, and the other Transaction Documents and the Loans hereunder, and otherwise satisfactory to the Agent and (3) documents contemplated herebyevidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, the Security Agreement, and any other Transaction Document;
(D) a certificate of the Borrower certifying the names and true signatures of the Responsible Officers of the Borrower authorized to sign this Agreement, the Security Agreement, any other Transaction Document, or any other document to be delivered hereunder or thereunder;
(E) certificates evidencing the good standing of the Borrower in its jurisdiction of formation dated a date not earlier than thirty (30) days prior to the Closing Date as to the good standing of the Borrower;
(F) the results of tax, judgment and Lien searches on the Borrower, obtained by and satisfactory to the Agent dated as of a recent date;
(G) an opinion letter of each of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Borrower and (ii) Xxxxxxxx & Xxxxxxxx LLP, Maryland counsel to the Borrower, each in form and substance to be mutually agreed between the Agent and the Borrower.
(ii) The Borrower shall have paid all fees and expenses required to be paid by it on the Closing Date in accordance with Section 8(e).
(iii) A certificate signed Prior to or simultaneously with the Closing Date, (i) the Borrower shall have paid all principal, interest, fees, costs and expenses and other sums owing (whether or not then due) by either the chief financial officerBorrower under the Amended and Restated Credit Agreement, principal accounting officer dated as of May 27, 2016, between the Borrower and State Street Bank and Trust Company and all other agreements, instruments and other documents executed or treasurer delivered in connection therewith (collectively, the “Existing Credit Documents”), (ii) the Existing Credit Documents shall have been terminated (other than provisions thereof which, by their terms, provide that they survive any such termination), and all commitments under the Existing Credit Documents to make loans or otherwise extend credit to or for the account of the Borrower stating that shall have been cancelled or terminated and all indebtedness and liabilities thereunder shall have been paid in full (Aother than any unasserted contingent obligations), (iii) all Liens on the property of the Borrower securing the obligations under the Existing Credit Documents shall have been released or otherwise terminated, and (iv) the representations and warranties contained in Section 4.01 are correct on and as Agent shall have received reasonably satisfactory evidence of all of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andforegoing.
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for The Custody Account shall have been established by the Borrower, in form Borrower and substance reasonably acceptable to the Administrative Agent; andControl Agreement shall have been executed with respect thereto.
(cv) the Administrative The Agent shall have received evidence, satisfactory completed its due diligence review with respect to the Administrative AgentBorrower and the Investment Manager and is satisfied, in its sole and absolute discretion, with the result of its due diligence review, including its due diligence review of the Borrower’s Investment Policies and Restrictions. The Lender shall have received all documentation and other information that the Borrower Lender has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, reasonably requested at least 10 days prior to the Closing Date in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(vi) To the extent billed, expenses payable by the Borrower hereunder on qualifies as a “legal entity customer” under the Effective Beneficial Ownership Regulation, and if the Agent has requested in a written notice to the Borrower at least 10 days prior to the Closing Date, the Borrower shall deliver a Beneficial Ownership Certification to the Agent at least five days prior to the Closing Date (including amounts then payable provided that, upon execution and delivery by Lender of its signature page to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereofthis Agreement, the Administrative Agent condition set forth in this clause (vi) shall notify the Borrower, the Lenders and the LC Issuers as be deemed to the Effective Datebe satisfied).
Appears in 1 contract
Samples: Credit Agreement (Western Asset Mortgage Opportunity Fund Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The effectiveness of the Lenders and Original Agreement as amended by this Amendment is conditioned upon the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all fulfillment of the following conditions precedent have been satisfiedconditions:
(a) the Administrative Agent Completion shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower occurred under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminatedTPG SPA;
(b) the Administrative Agent each Party shall have received performed and complied with all covenants, agreements and undertakings contained in this Amendment that are required to be performed or complied with by that Party on or before the Effective Date;
(ic) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each FEEL shall have delivered to Standard Bank certified true copies of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board board of Directors or equivalent managing body directors of FEEL approving the terms of this Amendment and the Amended Option Agreement;
(d) the Company shall have delivered to Standard Bank certified true copies of the Borrower resolutions of the board of directors of the Company approving the transactions contemplated by terms of this Agreement and of all documents evidencing other necessary organizational action of Amendment, the Borrower with respect to this Amended Option Agreement and the documents contemplated herebyAmended and Restated Memorandum and Articles (the “Restated Articles”) a copy of which is attached hereto as Exhibit A) of the Company;
(iie) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and MIE shall have delivered to Standard Bank certified true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents resolutions of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies board of all governmental and regulatory authorizations and approvals required for directors of MIE approving the due execution, delivery and performance by the Borrower terms of this Agreement Amendment and the documents contemplated herebyAmended Option Agreement;
(iiif) A certificate signed by either each of FEEL and Standard Bank shall have executed and delivered to the chief financial officer, principal accounting officer or treasurer other party an amendment and restatement of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and Option Agreement dated as of January 9, 2009 by and between FEEL and Standard Bank (the date “Amended Option Agreement”) in the form attached hereto as Exhibit B;
(g) Standard Bank shall have executed and delivered to each of such certificate FEEL, TPG, MIE and the Company a shareholders agreement by and among TPG, Standard Bank, FEEL, MIE and the Company in the form attached hereto as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificateExhibit C; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(ch) the Administrative Agent FEEL Shareholders shall have received evidence, satisfactory executed and delivered to Standard Bank an undertakings letter in the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers form attached hereto as to the Effective Date.Exhibit D.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including will be effective and enforceable in accordance with its terms upon the Commitments satisfaction of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all each of the following conditions precedent have been satisfiedprecedent:
(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case of clause (1)(e) below):
(a) [reserved];
(b) executed counterparts of this Agreement and the Guaranty by each intended party hereto and thereto;
(c) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;
(d) a customary legal opinion from Winston & Xxxxxx LLP, counsel to the Loan Parties;
(e) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(4) has been satisfied; and
(f) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.
(2) The Administrative Agent shall have received copies of (a) audited consolidated balance sheets and related audited consolidated statements of operations, members’ equity (deficit) and cash flows of the Target and its subsidiaries for the fiscal years ended December 31, 2014 and December 31, 2015 and, to the extent the Target has made such financial statements available to the Borrower (or otherwise publicly available), each subsequent fiscal year ended at least 90 days prior to the Effective Date, (b) unaudited consolidated balance sheets and the related unaudited consolidated statements of income, cash flows and members’ equity (deficit) of the Target and its subsidiaries for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Target’s fiscal year) ended at least 45 days prior to the Effective Date, (c) audited consolidated balance sheets and related audited consolidated statements of income, changes in members’ deficit and cash flows of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2014 and December 31, 2015 and each subsequent fiscal year ended at least 90 days prior to the Effective Date and (d) unaudited consolidated balance sheets and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Borrower’s fiscal year) ended at least 45 days prior to the Effective Date. For the avoidance of doubt, it is agreed that all Target financial statements required to be delivered pursuant to this clause (2) shall be prepared in accordance with IFRS.
(3) The Administrative Agent shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least five (5) Business Days prior to the Effective Date.
(4) The Specified Representations shall be true and correct in all material respects on and as of the Effective Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date.
(5) The Credit Agreement shall have been executed and delivered by the parties thereto.
(6) The Undertaking Agreement and the agreement regarding guarantee and indemnification undertakings, in each case, including all schedules and exhibits thereto, the Tender Documents and all other related documentation shall be reasonably satisfactory to the Arrangers and shall (if necessary) have been executed and delivered by the parties thereto.
(7) Each of the Equity Commitment Letter and the Investment Agreement (including, in each case, without limitation, the conditions precedent set forth therein) and all of the definitive documentation related thereto shall be reasonably satisfactory to the Arrangers and shall have been executed and delivered by the parties thereto.
(8) The amendment to the Existing Credit Agreement, permitting the Transactions in a manner reasonably satisfactory to the Administrative Agent shall have been executed and delivered by the parties thereto.
(9) The Tender Documents shall have been, or substantially concurrently with the execution of this Agreement, the Bridge Loan Agreement and the Investment Agreement, shall be submitted to the Polish Financial Supervision Authority. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence, satisfactory notice from such Lender prior to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent:
(i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the proposed Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Datespecifying its objection thereto.
Appears in 1 contract
Samples: Bridge Credit Agreement (Superior Industries International Inc)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the The obligations of the Borrower hereunder) Fronting Bank and the Lenders to make Extensions of Credit hereunder shall not become effective if, until the date (the "Closing Date") on or before April 15, 2011, all which each of the following conditions precedent have been is satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before the Administrative Agent, that Closing Date the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise Closing Date, in form and substance satisfactory to the Administrative AgentAgent and in sufficient copies for the Fronting Bank and each Lender:
(i) Certified copies Counterparts of resolutions of this Agreement, duly executed by the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby;Borrower.
(ii) A certificate of the Secretary or an Assistant Secretary of the the Borrower certifying certifying:
(A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; Loan Documents;
(B) that attached thereto are true and correct copies of:
(1) the Declaration of the organizational documents Trust of the Borrower, in each case together with all amendments thereto, as in effect on such date; and (C2) that attached thereto are true and correct copies the resolutions of all governmental and regulatory authorizations and approvals required for the due Borrower's Board of Trustees approving the execution, delivery and performance by the Borrower of this Agreement the Loan Documents; (3) all documents evidencing other necessary corporate or other similar action, if any, with respect to the execution, delivery and performance of the documents contemplated hereby;Loan Documents by the Borrower; and (4) true and correct copies of all Governmental Approvals referred to in clause (i) of the definition of "Governmental Approval" required to be obtained by the Borrower in connection with the execution, delivery and performance by the Borrower of the Loan Documents (including the order of the Securities and Exchange Commission); and
(C) that the resolutions referred to in the foregoing clause (B)(2) have not been modified, revoked or rescinded and are in full force and effect on such date.
(iii) A certificate signed by either the chief Treasurer or Assistant Treasurer of the Borrower, certifying as to:
(A) the delivery to the Fronting Bank and each of the prior to the Closing Date, of true, correct and complete copies (other than exhibits thereto) of all of the Disclosure Documents; and
(B) the absence of any material adverse change in the financial officercondition, principal accounting operations, properties or prospects of the Borrower or the Borrower and its Principal Subsidiaries, taken as a whole, since June 30, 2001, except as disclosed in the Disclosure Documents.
(iv) A certificate of a duly authorized officer or treasurer of the the Borrower stating that (Ai) the representations and warranties of Borrower contained in Section 4.01 6.01 are correct correct, in all material respects, on and as of the date Closing Date before and after giving effect to any Extensions of such certificate as though Credit to be made on and as of such date and the application of the proceeds thereof, and (Bii) no event has occurred and is continuing which constitutes an Event of Default or Unmatured Event Default, or would result from such initial Extensions of Default has occurred Credit or the application of the proceeds thereof.
(v) Such financial, business and is continuing on other information regarding the date Borrower and its Principal Subsidiaries, as the Fronting Bank or any Lender shall have reasonably requested.
(vi) Favorable opinions of:
(A) Jeffrey C. Miller, Assistant Generax Xxxxxxx xx XXXXO, in substantially the form of Exhibit 5.01A hereto; and as to such certificateother matters as the Fronting Bank or any Lender may reasonably request; and
(ivB) A favorable opinion of Xxxxxxx Xxxxx LLPKing & Spalding, special New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and, in substantially the form of Exhibit 5.01B hereto and as to such other matters as the Fronting Bank or any Lender may reasonably request.
(b) The commitments or commitment under the Existing Credit Facility shall have been terminated or expired pursuant to the terms thereof and all amounts outstanding thereunder shall have been (or will have been, upon the first Advance and the application of the proceeds thereof on the Closing Date) paid in full.
(c) All fees and other amounts payable pursuant to Section 2.03 hereof or pursuant to the Fee Letter shall have been paid (to the extent then due and payable).
(d) The Administrative Agent shall have received evidencesuch other approvals, satisfactory to opinions and documents as the Fronting Bank or the Majority Lenders, through the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers have reasonably requested as to the Effective Datelegality, validity, binding effect or enforceability of this Agreement or the financial condition, operations, properties or prospects of the Borrower and its Principal Subsidiaries.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including shall be effective upon the Commitments satisfaction of the Lenders and conditions precedent that the obligations of the Borrower hereunder) Purchaser shall become effective if, have received on or before April 15the Closing Date, 2011, all of the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentPurchaser, all of the following:
(i) Certified copies a copy of resolutions this Agreement duly executed by each of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyparties hereto;
(ii) A a certificate of an authorized person of the Secretary or an Assistant Secretary of Borrower Seller, dated the Closing Date, certifying (A) the names and true signatures of the officers incumbent Persons of the Borrower Seller authorized to sign on behalf of the Seller this Agreement Agreement, the Loan Assignments and the all other documents to be delivered hereunder; executed by the Seller hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Seller, a revised certificate meeting the requirements of this Section 3.1(ii)), (B) that the copy of the articles of incorporation of the Seller attached thereto are true is a complete and correct copies copy and that such articles of the organizational documents of the Borrowerincorporation have not been amended, modified or supplemented and is in each case in effect on such date; full force and effect, (C) that the copy of the bylaws of the Seller attached thereto are true is a complete and correct copies copy, and that such bylaws have not been amended, modified or supplemented and is in full force and effect, and (D) the resolutions of all governmental the board of directors of the Seller attached thereto approving and regulatory authorizations and approvals required for authorizing the due execution, delivery and performance by the Borrower Seller of this Agreement Agreement, the Loan Assignments and all other documents to be executed by the documents contemplated herebySeller hereunder or in connection herewith;
(iii) A certificate signed a good standing certificate, dated as of a recent date for the Seller, issued by either the chief financial officer, principal accounting officer or treasurer Secretary of State of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as State of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andMaryland;
(iv) A favorable opinion filed, electronic copies of Xxxxxxx Xxxxx LLPproper financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, counsel for and naming the BorrowerSeller as the “Debtor” and the Purchaser as “Assignor Secured Party”, or other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary to perfect the Purchaser’s ownership interest in the Sale Portfolio;
(v) [reserved];
(vi) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which name the Seller (under its present name and any previous name) as debtor and which are filed in the State of Maryland, USActive 54963656.6 -9- together with copies of such financing statements (none of which shall cover any Sale Portfolio);
(vii) all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser and the Administrative Agent; and
(c) , and the Purchaser and the Administrative Agent shall have received evidencefrom the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Purchaser and the Administrative Agent may have reasonably requested;
(viii) any necessary third party consents to the closing of the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent, that Purchaser;
(ix) the Borrower has Seller shall have paid all fees required to be paid by it on the Closing Date; and
(x) one or will pay more favorable legal opinions from counsel to the Seller with respect to the proceeds perfection and enforceability of the initial Credit Extensions) all fees and, to security interest hereunder and such other matters as the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DatePurchaser or any assignee thereof may reasonably request.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:
(a) PMI shall have notified each Lender and the Administrative Facility Agent in writing as to the proposed Effective Date.
(b) On the Effective Date, the following statements shall be true and the Facility Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of PMI, satisfactory dated the Effective Date, stating that:
(i) the representations and warranties contained in Section 4.1 are correct on and as of the Effective Date, and
(ii) no event has occurred and is continuing that constitutes a Default or Event of Default.
(c) Prior to the Administrative Agent, that the Borrower has paid (or will pay simultaneously with the proceeds Effective Date, PMI shall have satisfied all of the initial Credit Extensions) all amounts then payable by the Borrower its obligations under the Existing Credit Facility Agreement including, without limitation, the payment of all loans, accrued interest and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;fees.
(bd) the Administrative The Facility Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of before the following documentsEffective Date the following, each dated a date reasonably satisfactory to the Administrative Agent and otherwise such day, in form and substance satisfactory to the Administrative Facility Agent:
(i) Certified copies of the resolutions of the Board of Directors or equivalent managing body of the Borrower PMI approving the transactions contemplated by this Agreement Agreement, and of all documents evidencing other necessary organizational corporate action of the Borrower and governmental approvals, if any, with respect to this Agreement and the documents contemplated hereby;Agreement.
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower PMI certifying (A) the names and true signatures of the officers of the Borrower PMI authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either Favorable opinions of counsel (which may be in-house counsel) for PMI, substantially in the chief financial officer, principal accounting officer or treasurer form of the Borrower stating that (A) the representations Exhibits E-1 and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andE-2 hereto.
(iv) A favorable opinion of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the BorrowerFacility Agent, substantially in the form and substance reasonably acceptable to the Administrative Agent; andof Exhibit G hereto.
(cv) A certificate of the chief financial officer or treasurer of PMI certifying that as of 31 December 2010 (A) the Administrative aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, and (B) the aggregate amount of Debt included in clause (A) of this subsection (v), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a), does not exceed $200,000,000.
(e) PMI shall have paid all accrued fees and reasonable expenses of the Facility Agent and the Lenders with respect to this Agreement for which the Facility Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (made reasonable demand in accordance with Section 9.4(a) on or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as prior to the Effective Date.
(f) This Agreement shall have been executed by PMI, JPMEL, as Facility Agent, JPMCB, as Swingline Agent, and X.X. Xxxxxx Limited, Deutsche Bank Securities Inc., Citigroup Global Markets Limited, Credit Suisse AG, Cayman Islands Branch, Xxxxxxx Xxxxx Credit Partners L.P., and RBS Securities Inc., as Mandated Lead Arrangers and Bookrunners, and the Facility Agent shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. The Facility Agent shall notify PMI and the Initial Lenders of the date which is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Facility Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.
Appears in 1 contract
Samples: Credit Agreement (Philip Morris International Inc.)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments The effectiveness of this Agreement. and all rights, obligations, and performance of the Lenders and the obligations of the Borrower signatories hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied:
1s subject to (a) New England Power and other members of NEPOOL serving at least 66 2/3% of the Administrative Agent aggregate kilowatthour load served by all NEPOOL members in 1980 (1) having executed this Agreement and the other Basic Agreements (except for the two Equity Funding Agreements and the amendments to the NEPOOL Agreement relating to Phase II) and (ii) having satisfied the conditions precedent set forth below; (b) Equity Sponsors under each of the Equity Funding Agreements covering 100% of New England Hydro's and New Hampshire Hydro's equity requirements, respectively, having executed those Agreements; (c) members of NEPOOL having executed the amendments to the NEPOOL Agreement for Phase II in order that such amendments may become effective in accordance with the NEPOOL Agreement; and (d) the signatories to this Agreement having also signed and supplied all required documentation under the Phase II Massachusetts Transmission Facilities Support Agreement, the Phase II New Hampshire Transmission Facilities Support Agreement, the Phase II Boston Edison AC Facilities Support Agreement, the Use Agreement, and amendments to the NEPOOL Agreement relating to Phase II. By September 15, 1988, each signatory to this Agreement shall have received evidence, provide certificates and legal opinions from counsel satisfactory to New England Power. together with certified copies of related resolutions, consents, approvals, authorizations, and other documents (Documentation) necessary to establish to the Administrative Agentsatisfaction of New England Power that all corporate and regulatory consents. waivers, approvals, authorizations and other actions necessary in connection with performance by such signatory of its obligations under the Agreement have been obtained and are in full force and effect, that the Borrower Agreement has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable been duly authorized, executed, and delivered by such signatory, and that it constitutes a binding commitment by the Borrower under the Existing Credit Facility signatory enforceable in accordance with its terms. Forms of Documentation acceptable to New England Power are included in Attachment C hereto. Prior to signing this Agreement, each signatory has provided to New England Power a listing of all consents, waivers, approvals, authorizations, and other actions required for that all commitments signatory to make extensions deliver its Documentation. Since Vermont Electric Power Company, Inc. (VELCO) and Massachusetts Municipal Wholesale Electric Company (MMWEC) represent a number of credit electric systems, in calculating their respective kilowatthour loads on Attachment A, they are deemed to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto those respective systems listed in Schedules I or (ii) written evidence (II, respectively. By September l, 1988, VELCO and MMWEC will provide New England Power with copies of contracts with those respective systems which may include electronic transmission impose absolute and unconditional obligations on such systems to pay their proportionate shares of a signed signature page of this Agreement) that each party hereto has signed a counterpart of all costs incurred under this Agreement by VELCO or MMWEC, respectively. By that date, VELCO and each MMWEC will also provide to New England Power as part of the following documentstheir Documentation certificates, each dated a date reasonably legal opinions (from counsel satisfactory to the Administrative Agent New England Power), and otherwise other documents in form and substance satisfactory to New England Power representing unconditionally that all consents, waivers, approvals, and authorizations have been obtained by their contracting systems in connection with each such system's performance of its obligations under its respective contract with VELCO or MMWEC and that each such contract imposes "absolute and unconditional obligations on such systems to pay their proportionate shares of all costs incurred under this Agreement by VELCO or MMWEC, respectively, and has been duly authorized, executed, and delivered and 1s a binding commitment of such system enforceable in accordance with its terms. If regulatory approvals have not been obtained by September l, 1988, such representations shall be conditioned upon receipt of regulatory approvals. VELCO and MMWEC will have until September 15, 1988, to receive such approvals and make such representations unconditionally. In order that percentages of participation be consistent among the Administrative Agent:
(i) Certified copies of resolutions of Basic Agreements, VELCO and MMWEC shall have their contracts with their contracting systems cover the Board of Directors necessary commitments for each Basic Agreement. All expenses in connection with obtaining and delivering any Documentation under this Agreement, including legal opinions, are to be borne by the signatory incurring such expense. New England Power will have no responsibility for any expenses incurred by VELCO and MMWEC in providing Documentation for their respective contracting systems. In the event that VELCO or equivalent managing body of MMWEC does not provide such contracts and Documentation by the Borrower approving the transactions contemplated by aforementioned deadlines, under this Agreement and similar contracts and documentation as required by the other Basic Agreements, for all electric systems shown on Schedules I or II, their respective kilowatthour loads on Attachment A will be automatically adjusted to equal the 1980 kilowatthour loads of those contracting electric systems for which the required contracts and Documentation have been provided. Promptly thereafter, New England Power will prepare and distribute an appropriately modified Attachment A with an additional column showing Support Shares for all documents evidencing Supporters and modified Schedules I and II. Any signatory, that is unable to provide all Documentation by the applicable deadlines required by this Section 2 and all similar documentation as required by the other necessary organizational action of Basic Agreements or that fails to obtain any regulatory approval required to deliver such Documentation by the Borrower with respect to applicable deadlines, will not be a Supporter under this Agreement and the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names will not have any rights and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of obligations hereunder after the date of such certificate as though made on and as deadline. All obligations of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on New England Power hereunder are subject to all regulatory approvals necessary for it to charge the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, Supporters in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay accordance with the proceeds terms of this Agreement having been obtained and no longer subject to appeal. New England Power by written notice to all signatories may extend any deadline date specified in this Agreement to a later date, provided that any extension for longer than six months requires the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Dateconsent of signatories that would have an aggregate Support Share of 66-2/3%.
Appears in 1 contract
Samples: Ac Facilities Support Agreement (Public Service Co of New Hampshire)
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on upon satisfaction (or before April 15, 2011, all waiver by the Agent) of the following conditions precedent have been satisfiedprecedent:
(ai) the Administrative The Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, duly executed, each (unless otherwise specified below) dated a date reasonably satisfactory to the Administrative Agent Closing Date and otherwise in form and substance satisfactory to the Administrative Agent:
(iA) Certified copies duly executed counterpart of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated herebyAgreement;
(iiB) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names duly executed Security Documents and true signatures of the officers of the Borrower authorized to sign this Agreement and the other all documents required to be delivered hereunder; thereunder on the Closing Date, including UCC-1 financing statements;
(BC) that attached thereto are true and correct certified copies of (1) the organizational documents Organization Documents (including any amendments or supplements thereto) of the Borrower, in each case in effect on such date; (2) the resolutions of the board of directors of the Borrower authorizing and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for approving the due execution, delivery and performance by the Borrower of this Agreement Agreement, the Security Agreement, and the other Transaction Documents and the Loans hereunder, and otherwise satisfactory to the Agent, and (3) documents contemplated herebyevidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, the Security Agreement, and any other Transaction Document;
(iiiD) A a certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that certifying the names and true signatures of the Responsible Officers of the Borrower authorized to sign this Agreement, the Security Agreement, any other Transaction Document, or any other document to be delivered hereunder or thereunder;
(AE) certificate evidencing the good standing of the Borrower in its jurisdiction of formation dated a date not earlier than twenty (20) days prior to the Closing Date as to the good standing of the Borrower;
(F) the representations results of tax, judgment and warranties contained Lien searches on the Borrower, obtained by and satisfactory to the Agent, and dated as of a recent date;
(G) the initial rating and confirmation letter as set forth in Section 4.01 are correct on and as of 5(o), which shall be reasonably acceptable to the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; andAgent;
(ivH) A favorable an opinion letter of Xxxxxxx Xxxxx Axxxxx & Bird LLP, primary transaction counsel for to the Borrower and Vxxxxxx LLP, Maryland counsel to the Borrower, in each case, in form and substance reasonably acceptable satisfactory to the Administrative Agent;
(I) a true and correct written copy of the Valuation Methodology in effect on the Closing Date; and
(cJ) such other assurances, certificates, documents, consents, or opinions as the Administrative Agent reasonably may request in writing.
(ii) The Borrower shall have paid all fees and expenses required to be paid by it on the Closing Date in accordance with Section 9(e).
(iii) The Custody Account shall have been established by the Borrower and the Control Agreement shall have been executed with respect thereto.
(iv) The Agent shall have received evidence, satisfactory completed its due diligence review with respect to the Administrative AgentBorrower and the Investment Adviser and is satisfied, in its sole and absolute discretion, with the result of its due diligence review, including its due diligence review of the Borrower’s Investment Policies and Restrictions. The Lenders shall have received all documentation and other information that the Lenders have reasonably requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(v) To the extent the Borrower has paid (or will pay with qualifies as a “legal entity customer” under the proceeds of Beneficial Ownership Regulation, the initial Credit Extensions) all fees and, Borrower shall deliver a Beneficial Ownership Certification to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable Agent at least five days prior to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Closing Date.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including the Commitments of the Lenders The Revolving Loan Commitment and the obligations of Term Loan Commitment shall not be effective until, and Lender shall not be required to fund any Loan until, the Borrower hereunder) shall become effective if, on or before April 15, 2011, all date that each of the following conditions precedent have has been satisfied:satisfied as determined by Lender in its sole discretion (unless waived by Lender in its sole discretion) (“Closing Date”):
(a) This Agreement, the Administrative Agent shall have received evidenceRevolving Loan Note, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds Term Loan Note and each Security Document contemplated in Schedule 7.1 as of the initial Credit Extensions) all amounts then payable Closing Date and each other Loan Document to which any Loan is a party shall be executed by the Borrower under the Existing Credit Facility Loan Parties and that all commitments delivered to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;Lender.
(b) the Administrative Agent Lender shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative AgentLender and its counsel:
(i) Certified a certificate, dated as of the date of this Agreement, of a Responsible Officer of each Loan Party certifying (A) that attached copies of such certificate of formation and limited liability company agreement are true and complete, and in full force and effect, without amendment except as shown, (B) that an attached copy of resolutions authorizing execution and delivery of the Board Loan Documents by such each Loan Party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Agreement and the other Loan Documents, and (C) to the title, name and signature of Directors each Person authorized to sign such Loan Documents;
(ii) a certificate executed by a duly authorized knowledgeable Responsible Officer of Borrower certifying that (A) no Default or equivalent managing body Event of Default exists; (B) the representations and warranties set forth in Article IV are true and correct in all material respects (or, to the extent any such representation or warranty is subject to a materiality qualifier or Material Adverse Effect standard, such representation or warranty is true and correct in all respects); and (C) each Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents as of the Borrower approving Closing Date;
(iii) Certificates of Good Standing or Legal Existence, as the case may be, issued by the Secretary of State of the states of organization and qualification of each Loan Party, evidencing that each Loan Party is a limited liability company legally existing in the state of its organization and in each state where it is qualified to do business or its equivalent for any Loan Party organized outside the United State, in form and substance acceptable to Lender;
(iv) Each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by Lender to be filed, registered or recorded in order to create in favor of Lender a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (subject only to Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of Lender in such Collateral) shall be in proper form for filing, registration or recordation;
(v) Lender shall have received the original executed limited liability company membership interest certificates representing one hundred percent (100%) of the limited liability company membership interests in the Pledged Entities pledged pursuant to Security Documents, together with an undated transfer power for each such membership interest certificate executed in blank;
(vi) Lender shall have received evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other Taxes and other expenses related to such filings, registrations and recordings necessary for and related to the transactions contemplated by this Agreement and the other Loan Document to be consummated on the Closing Date (to the extent the obligation to make such payment then exists) are to be paid in full by or on behalf of all documents evidencing other necessary organizational action of Borrower on the Borrower with respect to this Agreement and the documents contemplated herebyClosing Date;
(iivii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying Lender shall have received (A) results of searches of UCC filings in the names jurisdiction of incorporation or formation, as applicable, of each Loan Party and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents each jurisdiction where a filing would need to be delivered hereunder; made in order to perfect the security interest of Lender in the Collateral and (B) that attached thereto are true results of tax lien, judgment and correct copies of the organizational documents of the Borrowerbankruptcy searches for each Loan Party in such jurisdictions and, in each case, such results shall reveal no Liens other than Permitted Liens or shall otherwise be satisfactory to Lender in its sole discretion (or the equivalent searches in each case in effect on such date; and if the jurisdiction of incorporation or formation is outside the U.S.).
(Cviii) that attached thereto are true and correct copies of all governmental instruments and regulatory authorizations agreements governing, evidencing and/or securing any and approvals required for all Senior Debt and a written consent by the due execution, delivery Senior Lender to the execution and performance by the Borrower Loan Parties of this Agreement the Loan Documents executed by the Senior Lender and the documents contemplated herebyotherwise in form and substance acceptable to Lender;
(iiic) A certificate signed All expenses incurred by either Lender prior to the chief financial officer, principal accounting officer or treasurer of the Borrower stating that Closing Date shall have been paid by Borrower.
(Ad) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default No Material Adverse Effect has occurred and is continuing on continuing, and no event or circumstance exists that could reasonably be expected to result in a Material Adverse Effect.
(e) Borrower shall have paid the date Loan Fee.
(f) Lender shall have completed its customary business, financial and legal due diligence of Borrower and the Approved Projects and the transactions contemplated hereunder and the results of such certificate; anddue diligence shall be satisfactory to Lender in all respects.
(ivg) A favorable Lender shall have received a legal opinion of Xxxxxxx Xxxxx LLP, from a local counsel for the Borroweracceptable to Lender, in form and substance acceptable to Lender.
(h) Lender shall have received the most recent unaudited annual financial statements (or audited if available) of the Loan Parties, all in reasonable detail and accompanied by an unqualified report thereon by a certified public accountant reasonably acceptable to Lender which shall state that such financial statements present fairly the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds financial condition as of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers end of such Fiscal Year and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders results of operations and the LC Issuers as to the Effective Datechanges in financial position for such Fiscal Year of Borrower in accordance with GAAP.
Appears in 1 contract
Conditions Precedent to Effectiveness. This Agreement (including The obligation of each Lender to make the Commitments initial Extension of the Lenders and the obligations of the Borrower hereunder) Credit to be made by it hereunder shall become effective if, on or before April 15, 2011, all and as of the first date on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received evidence, satisfactory to on or before such date of effectiveness the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documentsfollowing, each dated a date such day (except as noted otherwise below), in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory and, to the extent requested by the Administrative Agent, in sufficient copies (except with respect to the promissory notes described in paragraph (ii) below) for each Lender:
(i) A fully executed version of this Agreement and the other Loan Documents;
(ii) Promissory notes payable to each Lender that has requested the same prior to such date pursuant to Section 2.10(d), duly executed by the Borrower.
(iii) (A) A copy of the articles of incorporation or other organizational documents of the Borrower and each amendment thereto, certified by the Secretary of State of Iowa as being a true and correct copy thereof, and (B) a certificate from the Secretary of State of Iowa (dated not more than 10 days prior to the date hereof) attesting to the continued existence and good standing of the Borrower in that State.
(iv) Certified copies of the resolutions of the Board board of Directors or equivalent managing body directors of the Borrower approving the transactions contemplated by this Agreement and the other Loan Documents and of all documents evidencing other necessary organizational corporate action of and Governmental Approvals required for the execution, delivery and performance by the Borrower with respect to of this Agreement and the documents contemplated hereby;other Loan Documents.
(iiv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; , and (B) that attached thereto are true and correct copies of the organizational documents bylaws of the Borrower, in each case Borrower as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;.
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(ivvi) A favorable opinion of Xxxxxxx Xxxxx LLP, in-house counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and.
(cvii) A favorable opinion of New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
(b) On such date, the following statements shall be true and the Administrative Agent shall have received evidencefor the account of each Lender a certificate signed by a duly authorized officer of the Borrower, satisfactory to dated such date, stating that:
(i) The representations and warranties of the Borrower contained in this Agreement are true and correct on and as of the date of such effectiveness as though made on and as of such date, and
(ii) No event has occurred and is continuing that constitutes a Default.
(c) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, that the Borrower has paid Joint Lead Arrangers and the Lenders payable on the date hereof (or will pay with including the proceeds accrued fees and expenses of counsel to the initial Credit ExtensionsAdministrative Agent to the extent then due and payable).
(d) The Administrative Agent shall have received all fees anddocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent billed, expenses payable such documentation or information is requested by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, on behalf of the Lenders and reasonably in advance of the LC Issuers date hereof.
(e) The Administrative Agent shall have received such other approvals or documents as to the Effective DateAdministrative Agent or any Lender shall have reasonably requested through the Administrative Agent reasonably in advance of the date hereof.
Appears in 1 contract
Conditions Precedent to Effectiveness. This The effectiveness of this Agreement, and all rights, obligations, and performance of the signatories hereunder, is subject to (1) New England Electric System (XXXX) and other signatories having executed this Agreement committing in the aggregate to Equity Shares (as hereinafter defined) equal to at least 100%, and each such signatory having demonstrated by February 1, 1988, to the satisfaction of New England Hydro that it is qualified to be an Equity Sponsor pursuant to Section 4, (ii) New England Hydro or New Hampshire Hydro or New England Power or Boston Edison and members of NEPOOL (including the Commitments Boston Edison and New England Power) serving at least 66-2/3% of the Lenders aggregate kilowatthour load served by NEPOOL members in 1980 having executed the other Basic Agreements (except for the Equity Funding Agreement for New Hampshire Hydro and the obligations amendments to the NEPOOL Agreement), (iii) each signatory having also executed the Equity Funding Agreement for New Hampshire Hydro and having the same percentage of New Hampshire Hydro’s equity as its Equity Share hereunder, (iv) members of NEPOOL having executed the Borrower hereunder) shall amendments to the NEPOOL Agreement for Phase II in order that such amendments may become effective ifin accordance with the NEPOOL Agreement, on or before April and (v) each signatory having satisfied the conditions precedent set forth below. By September 15, 20111988, each signatory to this Agreement shall provide certificates and legal opinions from counsel satisfactory to New England Hydro, together with certified copies of related resolutions, consents, approvals, authorizations, and other documents (Documentation) necessary to establish to the satisfaction of New England Hydro that all corporate and regulatory consents, waivers, approvals, authorizations and other actions necessary in connection with performance by such signatory of its obligations under the following conditions precedent Agreement have been satisfied:
(a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agentobtained and are in full force and effect, that the Borrower Agreement has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable been duly authorized, executed, and delivered by such signatory, and that it constitutes a binding commitment by the Borrower signatory enforceable in accordance with its terms. Forms of Documentation acceptable to New England Hydro are included in Attachment B hereto. Prior to signing this Agreement, each signatory has provided to New England Hydro a listing of all consents, waivers, approvals, authorizations, and other actions required for that signatory to deliver its Documentation. Vermont Electric Power Company, Inc. (VELCO) and Massachusetts Municipal Wholesale Electric Company (MMWEC) represent qualified signed on Schedules and MMWEC contracts a number of electric systems. If they desire and are to be Equity Sponsors, they shall be deemed to have behalf of those respective systems listed in I or II, respectively. By September 1, 1988, VELCO will provide New England Hydro with copies of with their respective systems which impose absolute and unconditional obligations on such systems to pay their proportionate shares of all costs or obligation incurred under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated;
(b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf by VELCO or MMWEC, respectively. By that date, VELCO and MMWEC will also provide to New England Hydro as part of each party hereto or their Documentation certificates, legal opinions (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably from counsel satisfactory to the Administrative Agent New England Hydro), and otherwise other documents in form and substance satisfactory to New England Hydro representing unconditionally that all consents, approvals, and authorizations have been obtained by their contracting systems in connection with each such system’s performance of its obligations under its respective contract with VELCO or MMWEC and that each such contract imposes absolute and unconditional obligations on such systems to pay their proportionate shares of all costs incurred under this Agreement by VELCO or MMWEC, respectively, and has been duly authorized, executed, and delivered and is a binding commitment of such system enforceable in accordance with its terms. If regulatory approvals have not been obtained by September 1, 1988, such representations shall be conditioned upon receipt of regulatory approvals. VELCO and MMWEC will have until September 15, 1988, to receive such approvals and make such representations unconditionally. In order that percentages of participation be consistent among the Administrative Agent:
(i) Certified copies Basic Agreements, VELCO and MMWEC shall have their contracts with their contracting systems cover the necessary commitments for each Basic Agreement. All expenses in connection with obtaining and delivering any Documentation under this Agreement, including legal opinions, are to be borne by the signatory incurring such expense. New England Hydro will have no responsibility for any expenses incurred by VELCO and MMWEC in providing Documentation for their respective contracting systems. Any signatory that fails to meet the requirements of resolutions of Section 2 by the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by deadlines contained herein will not be an Equity Sponsor under this Agreement and of will not have any rights and obligations hereunder. New England Hydro by written notice to all documents evidencing other necessary organizational action signatories may extend any deadline date specified in this Agreement to a later date, provided that any extension for longer than six months requires the consent of the Borrower with respect to this Agreement and Advisory Committee under the documents contemplated hereby;
(ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby;
(iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and
(iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective DateMassachusetts HVDC Support Agreement.
Appears in 1 contract
Samples: Equity Funding Agreement (Public Service Co of New Hampshire)
