Appears in 1 contract

Samples: Credit Agreement (Med E America Corp)

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent ~~prior to~~ before or concurrently with the Initial Extension of Credit: (a) The Lenders shall be satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (b) The Lenders shall be satisfied that all Existing Debt, other than the Debt identified on Part B of Schedule 4.01(y) (the "Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, that all liens on assets of the Loan Parties securing any such Existing Debt have been released of record. (c) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no ~~Material Adverse Change~~ material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party, any of its Subsidiaries or Limited since ~~June~~ September 30, ~~1998~~1997. (db) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) ~~could~~ would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any ~~Working Capital~~ Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated ~~hereby or the Initial Public Offering~~hereby. (e) Nothing shall have come to the attention of the Lenders to lead them to believe (i) that any information provided to them in connection with the transactions contemplated hereby (including, without limitation, the Registration Statement) was or has become misleading, incorrect or incomplete in any material respect and (ii) that the Loan Parties would not have good and marketable title to all of their material assets. (fc) The ~~Borrower~~ Borrowers shall have paid all accrued fees and expenses of the Administrative Agent and the ~~Lenders~~ Lender Parties (including the accrued ~~reasonable~~ fees and expenses of counsel to the Administrative ~~Agent~~Agent and local counsel to the Lender Parties). (g) The Borrower shall have filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock, par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended); and the Borrower shall have sold not less 4,166,667 shares of Borrower Company Stock to the underwriters (the "Underwriters") referred to in the Registration Statement at purchase price of not less than $11.50 per share and shall have received Net Cash Proceeds therefrom of not less than $42,862,503. The Lenders shall have received a copy of the Registration Statement and all documentation entered into or delivered by the Borrower or any other Loan Party in connection therewith (including any agreements with the Underwriters) and the same shall be in form and substance reasonably satisfactory to the Administrative Agent. (hd) The Administrative Agent on behalf of the Lender Parties shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the ~~Lenders~~ Lender Parties (unless otherwise specified) and (except for the ~~Working Capital~~ Notes) in sufficient copies for each ~~Lender~~Lender Party: (i) The ~~Working Capital~~ Notes payable to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors or Executive Committee of each Borrower and each other Loan Party (other than Amdocs Japan Limited and Directory Technology Pty. Ltd.) approving this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Notes, each other Loan Document and each Related Document. (iii) A certificate of each Borrower and each other Loan Party, signed on behalf of such Borrower and such other Loan Party (other than Amdocs Japan Limited and Directory Technology Pty. Ltd.) by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of such Borrower and such other Loan Party since the date of the certificate referred to in Section 3.01(i)(iii) of the Existing Credit Agreement, (B) the due incorporation and good standing (where applicable) of such Borrower and such other Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Borrower and such other Loan Party, (C) the truth of the representations and warranties 41 37 contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (D) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (iv) A certificate of the Secretary or an Assistant Secretary of each Borrower and each other Loan Party certifying the names and true signatures of the officers of such Person authorized to sign this Agreement, the Notes, each other Loan Document and each Related Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (v) A security agreement supplement in the form of Exhibit C to the security agreement dated as of January 6, 1998 made by the Grantors named therein in favor of the Administrative Agent (as amended, supplemented or otherwise modified from time to time in accordance with its terms and together with each other security agreement delivered pursuant to Section 5.01(k), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by Amdocs USA, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt, if any, referred to therein indorsed in blank, (B) acknowledgment copies or stamped receipt copies of proper financing statements or other appropriate filings, duly filed on or before the day of the Initial Extension of Credit under the Uniform Commercial Code or other appropriate laws of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing the financing statements or other appropriate filings referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Borrower or any other Loan Party as debtor, together with copies of such other financing statements or other appropriate filings, (D) copies of the Assigned Agreements, if any, referred to in the Security Agreement, together with a consent to such assignment, in substantially the form of Exhibit B to the Security Agreement, duly executed by each party to such Assigned Agreements other than the Borrowers, (E) the Pledged Account Letters referred to in the Security Agreement, duly executed by each Pledged Account Bank referred to in the Security Agreement, and (F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement have been taken. (vi) An amendment to the deed of charge over shares made by ESM in favor of the Administrative Agent dated as of January 6, 1998 (as amended, supplemented or otherwise 42 38 modified in accordance with its terms, the "Deed of Charge over Shares"), in substantially the form of Exhibit E, duly executed by ESM, together with evidence that all actions that may be necessary or desirable in order to perfect and protect the first priority liens, security interests and charges created by the Deed of Charge over Shares have been taken. (vii) A consent in substantially the form of Exhibit F, by the Guarantors (as defined in the US Loan Party Guaranty) in favor of the Administrative Agent under the guaranty dated as of January 6, 1998 made by such Guarantors in favor of the Administrative Agent (together with each other guaranty delivered by a Person organized under the laws of the United States or a political subdivision thereof pursuant to Section 5.01(k) or 5.01(l), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "US Loan Party Guaranty"), duly executed by each Guarantor party thereto, consenting to the amendment and restatement contemplated by this Agreement. (viii) An assumption of guaranty in substantially the form of Exhibit A to the US Loan Party Guaranty, duly executed by Amdocs USA. (ix) A consent in substantially the form of Exhibit G, by the Guarantors (as defined in the Non-US Loan Party Guaranty) in favor of the Administrative Agent under the guaranty dated as of January 6, 1998 made by such Guarantors in favor of the Administrative Agent (together with each other guaranty delivered by a Person organized under the laws of a jurisdiction outside the United States pursuant to Section 5.01(k) or 5.01(l), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Non-US Loan Party Guaranty"), duly executed by each Guarantor party thereto (other than Amdocs Japan Limited and Directory Technology Pty. Ltd.), consenting to the amendment and restatement contemplated by this Agreement. (x) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under employee benefit plans, collective bargaining agreements and other arrangements with employees and forecasts prepared by management of the Borrowers, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the day of the Initial Extension of Credit and on an annual basis for each year thereafter until 2001. (xi) A favorable opinion of Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol, counsel for the Loan Parties, in substantially the form of Exhibit H and as to such other matters as any Lender Party through the Administrative Agent may reasonably request. (xii) A favorable opinion of Carex Xxxxxxxx, xxunsel for ESM, and Frere Cholmeley Biscxxxx, xxunsel for Amdocs UK, in substantially the forms of Exhibits I-1 and I-2 hereto, and to such other matters as any Lender Party through the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Amdocs LTD)

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent ~~prior to~~ before or concurrently with the Initial Extension of Credit: (a) The ~~Lenders~~ Acquisition shall have been consummated in compliance with all applicable laws, except for such non-compliance with respect to liquor and operating licenses in respect of the Acquired Assets as could not reasonably be expected to have a Material Adverse Effect. The final terms and conditions of the Acquisition and the Buyback, including, without limitation, all legal and tax aspects thereof, shall be (i) in all material respects as described in the Information Memorandum and the information and materials delivered to the Lender Parties in connection therewith and (ii) otherwise satisfactory to the Lender Parties. (b) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization, including each stockholders', voting trust or other similar agreement or instrument relating thereto. (bc) The ~~Lenders~~ Lender Parties shall be satisfied that all Existing Debt, other than the Debt identified on ~~Part B of~~ Schedule ~~4.01(y~~3.01(c) (the "Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and ~~extinguished,~~ extinguished and that all ~~liens~~ such Surviving Debt shall be on ~~assets of~~ terms and conditions satisfactory to the ~~Loan Parties securing any such Existing Debt have been released of record~~Lender Parties. (cd) Before giving effect to the Acquisition and the other transactions contemplated by this Agreement, there shall have occurred no ~~Material Adverse Change~~ material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiary Parties, taken as a whole, or in the Acquired Assets since ~~June 30~~December 28, ~~1998~~1997. (de) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have (both prior to and after giving effect to the Acquisition) a Material Adverse Effect or a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Acquired Assets taken as a whole or (ii) purports to adversely affect the legality, validity or enforceability of the Acquisition, this Agreement, any ~~Working Capital~~ Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated ~~hereby or the Initial Public Offering~~hereby. (ef) ~~Nothing shall have come to the attention of the Lenders to lead them to believe (i) that any information provided to them~~ All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby and the use of proceeds hereof shall have been obtained (~~including~~without the imposition of any conditions that are not reasonably acceptable to the Initial Lenders) and shall remain in effect; all applicable waiting periods shall have expired without any material adverse action being taken by any competent authority that restrains, ~~without limitation~~prevents or imposes materially adverse conditions upon the Acquisition, the ~~Registration Statement) was~~ Buyback or ~~has become misleading~~the transactions contemplated thereby in the reasonable judgment of the Initial Lenders; and no law or regulation shall be applicable that restrains, ~~incorrect~~ prevents or ~~incomplete in any material respect and (ii) that~~ imposes materially adverse conditions upon the ~~Loan Parties would not have good and marketable title to all of their material assets.~~Acquisition, the Buyback or the transactions contemplated hereby (fg) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, the Collateral Agent, the Arranger, the Syndication Agent and the ~~Lenders~~ Lender Parties (including the accrued reasonable fees and expenses of counsel to the Administrative Agent, the Collateral Agent, the Arranger, the Syndication Agent and local counsel to the Administrative Agent, the Collateral Agent, the Arranger and the Syndication Agent). (gh) The Lenders shall be satisfied that (i) the Borrower and its Subsidiary Parties will be able to meet their obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Borrower and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no "reportable event" (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (i) The Lenders shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Borrower and its Subsidiary Parties. (j) All accrued and unpaid Obligations of the Borrower in respect of that certain Note Purchase Agreement dated as of June 1, 1994 and the notes issued thereunder shall have ~~filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock~~been paid in full, ~~par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended);~~ and the Borrower shall have sold not less 4,166,667 shares of Borrower Company Stock to the underwriters (the "Underwriters") referred to in the Registration Statement at purchase price of not less than $11.50 per share and shall have received Net Cash Proceeds therefrom of not less than $42,862,503. The Lenders Administrative Agent shall have received a ~~copy~~ letter of the Registration Statement and all documentation entered into or delivered by the Borrower or any other Loan Party in connection therewith (including any agreements with the Underwriters) and the same shall be note purchasers thereunder as to such payment, in form and substance reasonably satisfactory to the Administrative Agent. (hk) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the ~~Lenders~~ Administrative Agent and the Arranger (unless otherwise specified) and (except for the ~~Working Capital~~ Notes) in sufficient copies for each ~~Lender~~Lender Party: (i) The ~~Working Capital~~ Notes payable to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving the Acquisition, the Buyback, this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Acquisition, the Buyback, this Agreement, the Notes, each other Loan Document and each Related Document. NYDOCS03/100354 Xxxxxxxx'x International Credit Agreement (iii) A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the date of the Initial Extension of Credit, listing the charter of the Borrower and each other Loan Party and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's or such other Loan Party's charter on file in his office, (B) the Borrower and each other Loan Party have paid all franchise taxes to the date of such certificate and (C) the Borrower and each other Loan Party are duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (iv) Copies, certified by a Responsible Officer of the Borrower as being true and complete, of (A) each Related Document, duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties and (B) each Stock Plan and the Rights Agreement. , (v) A certificate of the Borrower and each other Loan Party, signed on behalf of the Borrower and such other Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(k)(iii), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the date of the Initial Extension of Credit, (C) the due incorporation and good standing of the Borrower and such other Loan Party as a corporation organized under the laws of the its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default.

Appears in 1 contract

Samples: Credit Agreement (Applebees International Inc)

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance on the occasion of the Initial Extension of Credit ~~hereunder~~ is subject to the ~~satisfaction of the~~ following conditions ~~precedent prior to or concurrently with the Initial Extension of Credit~~precedent: (a) ~~The Lenders~~ Each Lender shall be satisfied that all existing Debt of each Loan Party and each of their respective Subsidiaries, other than the Debt identified on Schedule 4.01(a) (the "SURVIVING DEBT"), has been, or will be -------------- concurrently with and with the proceeds of the Initial Extension of Credit hereunder, prepaid, redeemed or defeased in full or otherwise satisfied and extinguished. Concurrently with the funding of the initial Advances hereunder, all commitments under the Existing Credit Agreement shall have been terminated and all obligations of the Borrower and its Subsidiaries under the Existing Credit Agreement shall have been satisfied. (b) Each Lender shall be satisfied with the corporate and legal structure and capitalization of each Loan ~~Party~~Party and each of their respective Subsidiaries, including the terms and conditions of the certificate of limited partnership, the Borrower Partnership Agreement, the charter, bylaws and each class of capital stock or other equity interest of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (b) The Lenders shall be satisfied that all Existing Debt, other than the Debt identified on Part B of Schedule 4.01(y) (the "Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, that all liens on assets of the Loan Parties securing any such Existing Debt have been released of record. (c) ~~Before giving effect to the transactions contemplated by this Agreement, there~~ There shall have occurred no ~~Material Adverse Change~~ material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of their respective Subsidiaries since ~~June 30~~December 31, ~~1998~~1996. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their respective Subsidiaries pending or or, to the Borrower's knowledge, threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a ~~Material Adverse Effect~~ material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of their respective Subsidiaries, taken as a whole or (ii) purports to affect the legality, validity or enforceability of this Agreement, any ~~Working Capital~~ Note, any other Loan ~~Document,~~ Document or the consummation of the transactions contemplated ~~hereby or the Initial Public Offering~~hereby. (e) ~~Nothing~~ The Agent and the Lender Parties shall have completed a due diligence investigation of the Loan Parties and their respective Subsidiaries in scope, and with results, satisfactory to the Agent and the Lender Parties, and nothing shall have come to the attention of the ~~Lenders~~ Agent or the Lender Parties during the course of such due diligence investigation to lead any of them to believe (i) that any information provided to them in connection with the transactions contemplated hereby (including, without limitation, the Registration Statement) was or has become misleading, incorrect or incomplete in any material respect and (ii) that the Borrower and its Subsidiaries or any other Loan ~~Parties~~ Party would not have good and marketable title to all material assets reflected in the information previously provided to the Agent and any Lender Party; without limiting the generality of the foregoing, the Agent and each Lender Party shall have been given such access to the management, records, books of account, contracts and properties of each Loan Party and their ~~material assets~~Subsidiaries as they shall have reasonably requested. (f) The Borrower shall have paid all accrued fees and expenses of the ~~Administrative~~ Agent and the ~~Lenders~~ Lender Parties provided for in this Agreement or in the Fee Letter and payable at or prior to the Closing Date (~~including~~ including, to the extent invoiced prior to closing, the accrued reasonable fees and expenses of counsel to the ~~Administrative~~ Agent). (g) The Borrower shall have filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock, par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended); and the Borrower shall have sold not less 4,166,667 shares of Borrower Company Stock to the underwriters (the "Underwriters") referred to in the Registration Statement at purchase price of not less than $11.50 per share and shall have received Net Cash Proceeds therefrom of not less than $42,862,503. The Lenders shall have received a copy of the Registration Statement and all documentation entered into or delivered by the Borrower or any other Loan Party in connection therewith (including any agreements with the Underwriters) and the same shall be in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), ) and in form and substance satisfactory to the Lenders (unless otherwise specified) and (except for the ~~Working Capital~~ Notes) in sufficient copies for each Lender: (i) The ~~Working Capital~~ Notes ~~payable~~ to the order of each Lender, as appropriate. (A) Certified copies of (1) in the ~~Lenders~~case of the Borrower, resolutions of the Board of Directors of NGP approving this Agreement, the Notes and each other Loan Document executed by NGP as the general partner of the Borrower and (2) the resolutions of the Board of Directors of NGP (individually and in its capacity as the general partner of the Borrower) and each other Loan Party approving each other Loan Document to which it is or is to be a party, and (B) copies of all documents evidencing other necessary partnership and corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and each other Loan Document. (A) Copies of the Borrower's limited partnership certificate and all amendments thereto and copies of the charter of NGP and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the Initial Extension of Credit) in each case by the Secretary of State of the State of such Person's jurisdiction of formation or incorporation as being true and correct copies thereof and (B) copies of the Borrower Partnership Agreement and all amendments thereto certified (as of the date hereof) by the Secretary or an Assistant Secretary of NGP as being true and correct copies thereof. (iv) With respect to the Borrower and each other Loan Party, copies of a certificate of the Secretary of State of the State of such Person's jurisdiction of formation or incorporation, as the case may be, dated reasonably near the date of the Initial Extension of Credit, listing the limited partnership certificate or charter, as the case may be, of such Person and each amendment thereto on file in such office and certifying that (A) such limited partnership certificate or charter, as the case may be, is a true and complete copy thereof, (B) such amendments are the only amendments to such Person's limited partnership certificate or charter, as the case may be, on file in such office, (C) such Person has paid all franchise taxes to the date of such certificate and (D) such Person is duly formed as a limited partnership or is duly incorporated, as the case may be, and in good standing under the laws of such State. (v) A copy of a certificate of the Secretary of State of the State of California, dated reasonably near the date of the Initial Extension of Credit, stating that the Borrower and each other Loan Party is duly qualified and in good standing as a foreign limited partnership or corporation, as the case may be, in such State and has filed all annual reports required to be filed to the date of such certificate. (vi) A certificate of NGP, as the general partner of the Borrower, and of the President or any Vice President and its Secretary or any Assistant Secretary of NGP and each other Loan Party, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the limited partnership certificate and the Borrower Partnership Agreement, in the case of the Borrower, or the charter in the case of NGP and each other Loan Party, since the date of the Secretary of State's certificate referred to in Section 4.01(g)(iv), (B) true and correct copies of the bylaws of each Loan Party (other than the Borrower) as in effect on the date of the Initial Extension of Credit, (C) the due formation or incorporation, as the case may be, and good standing of the Borrower and such other Loan Party as a limited partnership or corporation, as the case may be, formed or organized, as the case may be, under the laws of the State of its jurisdiction of formation or incorporation, as the case may be, and the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (A) A certificate of NGP, as the general partner of the Borrower, and (B) a certificate of the Secretary or an Assistant Secretary of each other Loan Party (including NGP), in each case certifying the names and true signatures of the officers of NGP and such other Loan Party (including NGP) authorized to sign, whether as the general partner of the Borrower or in its individual capacity, this Agreement, the Notes and each other Loan Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (ix) Such financial, business and other information regarding each Loan Party and their Subsidiaries as the Required Lenders shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA and Welfare Plans, collective bargaining agreements and other arrangements with employees, annual financial statements dated December 31, 1996, and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available. (x) Certified copies of the Borrower Partnership Agreement. (xi) Favorable opinions of (a) Xxxxxx & Xxxxxxx, special California counsel to the Borrower and NGP, in substantially the form of Exhibit G-1 hereto and (b) Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, special Maryland counsel to NGP, in substantially the form of Exhibit G-2 hereto, and in each case as to such other matters as the Agent may reasonably request. (xii) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent.

Appears in 1 contract

Samples: Credit Agreement (National Golf Properties Inc)

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or the Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent ~~prior to~~ before or concurrently with the Initial Extension of Credit: (a) The ~~Lenders~~ Lender Parties shall be satisfied with the corporate and legal structure and capitalization of ~~each Loan Party,~~ the Borrower and its Subsidiaries including the terms and conditions of the charter, bylaws and each class of capital stock of ~~each Loan Party~~ the Borrower and its Subsidiaries and of each agreement or instrument relating to such structure or capitalization. (b) ~~The Lenders~~ There shall not have occurred (and the Lender Parties shall not have become aware of any facts, conditions or other information not previously known) which the Lender Parties shall reasonably determine has, or could reasonably be ~~satisfied that all Existing Debt~~expected to have, other than the Debt identified on Part B of Schedule 4.01(y) (the "Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, that all liens on assets of the Loan Parties securing any such Existing Debt have been released of recorda Material Adverse Effect. (c) ~~Before giving effect~~ All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the consummation of the transactions contemplated hereby shall have been (or will, within the time frame required, be) obtained and remain in full effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the transactions contemplated by this Agreement and the other Loan Documents or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the transactions contemplated by this Agreement, ~~there shall have occurred no Material Adverse Change since June 30, 1998~~any Note or any other Loan Documents. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any ~~Loan Party~~ of its properties or any Subsidiary or any of their respective properties pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to adversely affect the legality, validity or enforceability of this Agreement, any ~~Working Capital~~ Note, any other Loan ~~Document,~~ Document or the consummation of the transactions contemplated hereby or ~~the Initial Public Offering~~thereby. (e) ~~Nothing~~ The Lender Parties shall have completed a due diligence investigation of the Borrower and each of its Subsidiaries (including, without limitation, a field examination of the quality of the Borrower's current assets and of the Borrower's management information systems) in scope, and with results, reasonably satisfactory to the Lender Parties, and nothing shall have come to the attention of the ~~Lenders~~ Lender Parties during the course of such due diligence investigation to lead them to believe (i) that any ~~information provided to them in connection with the transactions contemplated hereby~~ written information, exhibit or report (including, without limitation, ~~the Registration Statement) was or has become misleading, incorrect or incomplete in~~ any material respect and (ii) that the Loan Parties would not have good and marketable title to all of their material assets. (f) The Borrower shall have paid all accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued reasonable fees and expenses of counsel to the Administrative Agent). (g) The Borrower shall have filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock, par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended); and the Borrower shall have sold not less 4,166,667 shares of Borrower Company Stock to the underwriters (the "Underwriters") referred to in the Registration Statement at purchase price of not less than $11.50 per share and shall have received Net Cash Proceeds therefrom of not less than $42,862,503. The Lenders shall have received a copy of the Registration Statement and all documentation entered into or delivered by the Borrower or any other Loan Party in connection therewith (including any agreements with the Underwriters) and the same shall be in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Lenders (unless otherwise specified) and (except for the Working Capital Notes) in sufficient copies for each Lender: (i) The Working Capital Notes payable to the order of the Lenders.financial

Appears in 1 contract

Samples: Credit Agreement (Carlyle Industries Inc)

Appears in 1 contract

Samples: Credit Agreement (Amf Group Inc)

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent ~~prior to~~ before or concurrently with the Initial Extension of Credit: (a) The ~~Lenders~~ Acquisition shall have been consummated in accordance in all material respects with the terms of the Stock Purchase Agreement, without any waiver or amendment not consented to by the Lender Parties of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party, including the terms and conditions of the charter, bylaws and each class of capital stock of each Loan Party and of each agreement or instrument relating to such structure or capitalization. (bc) The ~~Lenders~~ Lender Parties shall be satisfied that all ~~Existing Debt, other than the~~ Debt identified on ~~Part B of~~ Schedule ~~4.01(y~~3.01(c) (the "Surviving Debt"~~), has been prepaid, redeemed or defeased in full or otherwise satisfied~~ ) is on terms and ~~extinguished, that all liens on assets of~~ conditions reasonably satisfactory to the ~~Loan Parties securing any such Existing Debt have been released of record~~Lender Parties. (cd) ~~Before giving effect to the transactions contemplated by this Agreement, there~~ There shall have occurred no Material Adverse Change since ~~June 30~~December 31, ~~1998~~1996. (de) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any ~~Loan Party~~ of its Subsidiaries pending or or, to the best of the Borrower's knowledge, threatened before any court, governmental agency or arbitrator that (i) ~~could~~ would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of the Acquisition, this Agreement, any ~~Working Capital~~ Note, any other Loan ~~Document,~~ Document or the consummation of the transactions contemplated hereby or the Initial Public Offering. (e) Nothing shall have come to the attention of the Lenders to lead them to believe (i) that any information provided to them in connection with the transactions contemplated hereby (including, without limitation, the Registration Statement) was or has become misleading, incorrect or incomplete in any material respect and (ii) that the Loan Parties would not have good and marketable title to all of their material assetsStock Purchase Agreement. (f) The Borrower shall have made available to the Lender Parties the books and records of the Borrower and its Subsidiaries and such other information regarding the Borrower and its Subsidiaries as any Lender Party may have reasonably requested. (g) The Borrower shall have paid all accrued fees and expenses of the ~~Administrative~~ Agent and the ~~Lenders~~ Arranger payable hereunder (including the accrued reasonable fees and expenses of counsel to the ~~Administrative~~ Agent~~). (g~~) ~~The Borrower shall have filed with~~ to the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock, par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended); and extent that the Borrower shall have ~~sold not less 4,166,667 shares of Borrower Company Stock to~~ received invoices therefor before the underwriters (the "Underwriters") referred to in the Registration Statement at purchase price of not less than $11.50 per share and shall have received Net Cash Proceeds therefrom of not less than $42,862,503. The Lenders shall have received a copy of the Registration Statement and all documentation entered into or delivered by the Borrower or any other Loan Party in connection therewith (including any agreements with the Underwriters) and the same shall be in form and substance reasonably satisfactory to the Administrative AgentEffective Date. (h) [Intentionally omitted]. (i) The ~~Administrative~~ Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the ~~Lenders~~ Agent (unless otherwise specified) and (except for the ~~Working Capital~~ Notes) in sufficient copies for each ~~Lender~~Lender Party: (i) The ~~Working Capital~~ Credit Agreement executed by the Borrower and Notes payable to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving, in the case of the Borrower and the Company, the Acquisition and the Stock Purchase Agreement, and in the case of each Loan Party, this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and copies of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Acquisition, this Agreement, the Notes, each other Loan Document and the Stock Purchase Agreement. (iii) A copy of the charter of the Borrower and each other Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the Initial Extension of Credit) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof. (iv) Certificates of qualification to do business and good standing, issued in respect of each Loan Party as of a date reasonably near the date of the Initial Extension of Credit by the Secretary of State of each Loan Party's jurisdiction of incorporation and, where different, each United States jurisdiction in which such Loan Party has its principal place of business or executive offices. (v) A certificate of the Borrower and each other Loan Party signed on behalf of the Borrower or such other Loan Party by a Responsible Officer, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of the Borrower or such other Loan Party since the date of the Secretary of State's certificate referred to in Section 3.01(i)(iii), (B) a true and correct copy of the bylaws of the Borrower and such other Loan Party as in effect on the date of the Initial Extension of Credit, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or such other Loan Party, (D) the truth of the representations and warranties of such Loan Party contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit (except to the extent such representations and warranties relate solely to an earlier date) and (E) in the case of the Borrower, the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit or the consummation of the Acquisition, that constitutes a Default. (vi) A certificate of the Secretary or an Assistant Secretary of each of the Borrower and each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Agreement, the Notes, each other Loan Document and the Stock Purchase Agreement to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (vii) A guaranty in substantially the form of Exhibit D (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Guaranty"), duly executed by each Domestic Subsidiary designated by the Borrower, which shall include Hybritech Incorporated, a California corporation, SmithKline Diagnostics, Inc., a Delaware corporation, and Beckxxx Xxxtruments (Naguabo) Inc., a California corporation and, upon consummation of the Acquisition, the Company and Coulxxx Xxxsing Corporation, an Illinois corporation. (viii) A certified copy of the Stock Purchase Agreement, duly executed by the parties thereto. (ix) A certificate of the Chief Financial Officer, Treasurer or Controller of the Borrower certifying that all commitments under the Existing Credit Agreement have been cancelled and all outstanding principal of and accrued interest on the indebtedness outstanding thereunder, together with all fees and other amounts payable thereunder, have been paid in full or will be paid in full upon disbursement of the initial Advances hereunder. (x) A favorable opinion of each of Willxxx Xxx, Xxq., Vice President and General Counsel to the Borrower, Waynx Xxxxxx, Xxrporate Counsel of the Company, and Lathxx & Xatkxxx, xxunsel for the Borrower and the Guarantor Subsidiaries, in substantially the forms of Exhibits E-1, E-2 and E-3 hereto, respectively, and as to such other matters as any Lender Party through the Agent may reasonably request. (xi) A favorable opinion of Shearman & Sterling, counsel for the Agent, in substantially the form of Exhibit F hereto.

Appears in 1 contract

Samples: Credit Agreement (Beckman Instruments Inc)

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent ~~prior to~~ before or concurrently with the Initial Extension of Credit: (a) The ~~Lenders~~ Lender Parties shall be satisfied with the corporate and legal structure and capitalization of ~~each~~ the Loan ~~Party~~Parties, including the terms and conditions of the charter, bylaws and each class of capital stock of ~~each~~ the Loan ~~Party~~ Parties and of each agreement or instrument relating to such structure or capitalization. (b) The Lenders shall be satisfied that all Existing Debt, other than the Debt identified on Part B of Schedule 4.01(y) (the "Surviving Debt"), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, that all liens on assets of the Loan Parties securing any such Existing Debt have been released of record. (c) Before giving effect to the transactions contemplated by this Agreement, there shall have occurred no Material Adverse Change since ~~June~~ September 30, ~~1998~~1995. (dc) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of their Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any ~~Working Capital~~ Note, any other Loan Document, any Related Document or the consummation of the transactions contemplated ~~hereby or the Initial Public Offering~~hereby. (ed) ~~Nothing~~ The Lender Parties shall have completed a due diligence investigation of the Loan Parties (including, without limitation, a field examination of the quality of the Borrower's current assets and of the Borrower's management information systems, a fair market value appraisal of the Borrower's rental equipment from Xxxxxx, Xxxxxx & Co., a review of the projected tax assumptions of MEDIQ and its Subsidiaries on a Consolidated basis from Deloitte & Touche LLP and a due diligence report on customers prepared by Marketing Corporation of America), each in scope, and with results, satisfactory to the Lender Parties, and nothing shall have come to the attention of the ~~Lenders~~ Lender Parties during the course of such due diligence investigation to lead them to believe (i) that any ~~information provided to them in connection with the transactions contemplated hereby~~ written information, exhibit or report (including, without limitation, any financial information) furnished by or on behalf of any Loan Party to the ~~Registration Statement)~~ Administrative Agent or any Lender Party was or has become misleading, incorrect or incomplete in any material ~~respect and~~ respect, (ii) that the Loan Parties would not have good and marketable title to all of their material ~~assets~~assets and (iii) that the transactions contemplated hereby have or will have a Material Adverse Effect; without limiting the generality of the foregoing, the Lender Parties shall have been given such access to the management, records, books of account, contracts and properties of each Loan Party and its Subsidiaries as they shall have requested. (e) The Existing Debt, other than the Debt identified on Schedule 3.01(e) (the "Surviving Debt"), shall have been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all such Surviving Debt shall be on terms and conditions satisfactory to the Lender Parties. (f) ~~The Borrower shall have paid all~~ All accrued fees and expenses of the ~~Administrative Agent~~ Agents and the ~~Lenders~~ Lender Parties (including the accrued ~~reasonable~~ fees and expenses of counsel to the ~~Administrative Agent)~~Agents and of Saiber, Schlesinger, Satz & Xxxxxxxxx, local counsel to the Lender Parties) shall have been paid. (g) The Borrower shall have filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on form S-1 with respect to 4,166,667 shares of its common stock, par value $0.01 per share (the "Borrower Common Stock") and shall have caused the Registration Statement to become effective under the Securities Act of 1933 (as amended); and the Borrower shall have sold not less 4,166,667 shares of Borrower Company Stock to the underwriters (the "Underwriters") referred to in the Registration Statement at purchase price of not less than $11.50 per share and shall have received Net Cash Proceeds therefrom of not less than $42,862,503. The Lenders shall have received a copy of the Registration Statement and all documentation entered into or delivered by the Borrower or any other Loan Party in connection therewith (including any agreements with the Underwriters) and the same shall be in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the ~~Lenders~~ Administrative Agent (unless otherwise specified) and (except for the ~~Working Capital~~ Notes) in sufficient copies for each ~~Lender~~Lender Party: (i) The ~~Working Capital~~ Notes payable to the order of the Lenders. (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement, the Notes, each other Loan Document and each Related Document to which it is or is to be a party and of the transactions contemplated hereby, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, each other Loan Document and each Related Document and of the transactions contemplated hereby. (iii) A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the date of the Initial Extension of Credit, in each case listing the charter of the Borrower, each Parent Guarantor and each Subsidiary Guarantor and each amendment thereto on file in his office and certifying that (A) such charter is a true and correct copy thereof, (B) such amendments are the only amendments to such charter on file in his office, (C) such Person has paid all franchise taxes to the date of such certificate and (D) such Person is duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (iv) A copy of a certificate of the Secretary of State of the States listed on Schedule 3.01(g)(iv), dated reasonably near the date of the Initial Extension of Credit, stating that the Borrower and each Parent Guarantor is duly qualified and in good standing as a foreign corporation in such States and has filed all annual reports required to be filed to the date of such certificate. (v) A certificate of each of the Borrower, the Guarantors and each other Loan Party, signed on behalf of such Person by its President or Senior Vice-President, Finance, and its Secretary or Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State's certificate referred to in Section 3.01(g)(iii), (B) a true and correct copy of the bylaws of such Person as in effect on the date of the Initial Extension of Credit, (C) the due incorporation and good standing of such Person as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of such Person, (D) the completeness and accuracy of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (vi) A certificate of the Secretary or Assistant Secretary of each of the Borrower, the Guarantors and each other Loan Party certifying the names and true signatures of the officers of such Persons authorized to sign this Agreement, the Notes, each other Loan Document and each Related Document to which they are or are to be parties and the other documents to be delivered hereunder and thereunder. (vii) A security agreement in substantially the form of Exhibit D (together with each other security agreement delivered pursuant to Section 5.01(m), or 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Security Agreement"), duly executed by the Borrower, each Parent Guarantor and each Ongoing Subsidiary, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt referred to therein endorsed in blank, (B) executed copies of proper financing statements, to be duly filed on or before the day of the Initial Extension of Credit under the Uniform Commercial Code of the States listed on Schedule 3.01(g)(vii)(B) and all other jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created under the Collateral Documents, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name the Borrower as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) evidence of the insurance required by the terms of the Security Agreement, (F) executed termination statements (Form UCC-3 or a comparable form), in proper form to be duly filed on the date of the Initial Extension of Credit under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem desirable in order to terminate or amend existing Liens on the Collateral described in the Security Agreement, except as contemplated under the Security Agreement, (G) the Blocked Account Letters referred to in the Security Agreement, duly executed by each Blocked Account Bank referred to in the Security Agreement, and (H) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken, including delivery of Blocked Account Letters in form and substance satisfactory to the Administrative Agent. (viii) A mortgage in substantially the form of Exhibit E and covering the property listed on Schedule 4.01(ff) (together with each other mortgage delivered pursuant to Section 5.01(m), in each case as amended, supplemented or otherwise modified from time to time in accordance with their terms, the "Mortgage"), duly executed by the Borrower or MEDIQ, together with evidence that the Mortgage has been duly recorded in all filing or recording offices that the Administrative Agent may deem desirable and all other action that the Administrative Agent may deem necessary or desirable including a title search in order to create valid first and subsisting Liens on the property described in the Mortgages in favor of the Secured Parties and that all filing and recording expenses and fees have been paid. (ix) A guaranty in substantially the form of Exhibit G (together with each other guaranty delivered pursuant to Section 5.01(o), in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor. (x) Certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith. (xi) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited Consolidated and unaudited consolidating annual financial statements (such unaudited consolidating financial statements certified by the chief financial officer of MEDIQ) of MEDIQ and its Subsidiaries dated September 30, 1993, September 30, 1994 and September 30, 1995, interim Consolidated and consolidating financial statements dated June 30, 1996 (such financial statements certified by the chief financial officer of MEDIQ), and forecasts prepared by management, in form and substance satisfactory to the Lender Parties, of balance sheets, income statements and cash flow statements on a monthly basis for the first two years following the day of the Initial Extension of Credit and on an annual basis for each year thereafter until the Final Maturity Date. (xii) An opinion, in substantially the form of Exhibit J, attesting to the Solvency of the Borrower and MEDIQ after giving effect to the Refinancing and the other transactions contemplated hereby, from Xxxxxx, Xxxxxx & Co. (xiii) Certificates, in substantially the form of Exhibits K-1 and K-2, attesting to the Solvency of the Borrower on a Consolidated basis and MEDIQ on a Consolidated basis both before and after giving effect to the Refinancing and the other transactions contemplated hereby, signed on behalf of each of the Borrower and MEDIQ by their respective chief financial officer, attesting to the solvency of the Borrower on a Consolidated basis and MEDIQ on a Consolidated basis, respectively. (xiv) Environmental assessment reports, in form and substance satisfactory to the Lender Parties, from Xxxxx Associates, Inc. as to any hazards, costs or liabilities under Environmental Laws to which any Loan Party or any of its Subsidiaries may be subject solely with respect to the real estate located at One MEDIQ Plaza, Pennsauken, New Jersey, the amount and nature of which and the Borrower's plans with respect to which shall be acceptable to the Lender Parties. To the extent either the report or any other information that may become available to the Lender Parties shall disclose any hazards, costs or liabilities under Environmental Laws or otherwise that the Lender Parties deem material, the Lender Parties shall be satisfied that such hazards, costs or liabilities were adequately reflected in MEDIQ's financial reserves shown on the financial statements delivered pursuant to Section 3.01(g)(xi) or that, to the extent not so reflected, the Borrower has made adequate provision for such hazards, costs or liabilities. (xv) A letter, in form and substance satisfactory to the Administrative Agent, from the Borrower to Deloitte & Touche LLP, its independent certified public accountants, advising such accountants that the Administrative Agent and the Lender Parties have been authorized to exercise all rights of the Borrower to require such accountants to disclose any and all financial statements and any other information of any kind that they may have with respect to the Borrower and its Subsidiaries and directing such accountants to comply with any reasonable request of the Administrative Agent or any Lender Party through the Administrative Agent for such information. (xvi) Evidence of insurance naming the Administrative Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Lender Parties, including, without limitation, business interruption insurance, product liability insurance, and directors and officers insurance. (xvii) A Borrowing Base Certificate dated as of August 31, 1996. (xviii) Landlord consents from the Persons listed in Schedule 3.01(g)(xviii) in form and substance satisfactory to the Administrative Agent. (xix) A termination letter from each of the Persons listed on Schedule 3.01(g)(xix)(1) to the Administrative Agent relating to the satisfaction and termination of the Existing Debt listed on Schedule 3.01(g)(xix)(2) and the release of all collateral and security interests relating thereto. (xx) A favorable opinion of Drinker, Xxxxxx & Xxxxx, counsel to the Loan Parties, in substantially the form of Exhibit I hereto. (xxi) A favorable opinion from each of the counsel to the Loan Parties listed on Schedule 3.01(g)(xxi). (xxii) A favorable opinion of Shearman & Sterling, counsel for the Agents, in form and substance satisfactory to the Administrative Agent. (xxiii) A favorable opinion of Saiber, Schlesinger, Satz & Xxxxxxxxx, New Jersey counsel to the Lender Parties. (xxiv) Federal Reserve Forms U-1 provided for in Regulation U, as applicable, the statements made in which shall be such as to permit the transactions contemplated hereby in accordance with Regulation U; and Federal Reserve Forms G-3 provided for in Regulation G, as applicable, the statements made in which shall be such as to permit the transactions contemplated hereby in accordance with Regulation G. (h) The Supplemental Indenture shall have become effective.

Appears in 1 contract

Samples: Credit Agreement (Mediq Inc)

Common use of Conditions Precedent to Initial Extension of Credit Clause in Contracts