Conditions Precedent to Initial Revolving Loans. The obligation of Bank to make its initial Revolving Loan is subject to the conditions precedent that: (a) Bank shall have received on or before the date of this Agreement the following, each dated such day (i) The Revolving Note issued by Borrower to the order of Bank; (ii) Borrower's certificate that the copies of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented; (iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented; (iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrower, in form and substance satisfactory to Bank, approving the Loan Documents and the Borrowings hereunder; (v) Borrower's certificate that the copy of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder heretofore provided to Bank is in full force and effect and has not been amended and/or supplemented; and (vi) Executed copies of all Loan Documents; (b) All corporate legal proceedings and instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to Bank and its counsel, and Bank and such counsel shall have received any and all further information and documents which Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities.
Appears in 1 contract
Samples: Credit Agreement (Komag Inc /De/)
Conditions Precedent to Initial Revolving Loans. The obligation At the time of Bank to make its the making of the initial Revolving Loan is subject Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions precedent thatinitial Revolving Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Administrative Agent and any fees and expenses payable to the Administrative Agent and the Lenders as previously agreed with Borrower), shall have been paid in full, and the Administrative Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Administrative Agent:
(a) Bank shall have received on or before the date duly executed counterparts of this Agreement the following, each dated such day
(i) The Revolving Note issued by Borrower to the order of BankAgreement;
(iib) Borrower's the duly completed Revolving Notes evidencing the Revolving Loan Commitments;
(c) the duly executed Guaranty Agreement;
(d) certificate that of Borrower in substantially the form of Exhibit C attached hereto and appropriately completed;
(e) the duly executed Commitment Letter;
(f) the duly executed Fee Letter;
(g) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the Certificate resolutions of Incorporation or other organizational documents the boards of Borrower certified by directors of the Secretary Credit Parties, authorizing as applicable the execution, delivery and performance of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and have not been amended and/or supplementedthe Credit Documents;
(iiih) Borrower's certificate that the copies certificates of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, (ii) the bylaws or comparable governing documents of such entities; and (iii) the certificate or articles of incorporation of each Credit Party;
(i) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party;
(j) 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 Bank are be ex ecuted and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have not been amended and/or supplementedexpired;
(ivk) Copies of resolutions certified copies of the Board Intercompany Loan Documents, to the extent that they exist and have not previously been certified to the Lenders;
(l) duly executed solvency certificates of Directors or other authorizing documents Borrower and each of Borrowerthe Guarantors, in form and substance satisfactory to Bank, approving the Loan Documents Agents and the Borrowings hereunderLenders;
(vm) Borrower's certificate that acknowledgment from CSC Network Corporation System, Inc. as to its appointment as agent for service of process for the copy various Credit Parties;
(n) certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 7.01(b), in any single case in an amount not less than $500,000 and to the extent not previously certified to the Lenders;
(o) certificates, reports and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material li abilities or obligations arising from matters relating to employees of the incumbency Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans;
(p) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto;
(q) certificates, reports and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material li abilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;
(r) a certificate executed of insurance summarizing, in form and detail reasonably acceptable to the Administrative Agent, of the types and amounts of insurance (property and liability) maintained by the Secretary or an Assistant Secretary Consolidated Companies;
(s) the favorable opinion of Borrower or equivalent document, certifying counsel to the names Credit Parties addressed to the Administrative Agent and signatures each of the officers of Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder heretofore provided to Bank is in full force and effect and has not been amended and/or supplementedLenders; and
(vit) Executed copies financial statements of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to Bank Borrower and its counselSubsidiaries, audited on a consolidated basis for the fiscal year ended on the last Friday in January, 1998 and Bank and such counsel unaudited on a consolidated basis for the fiscal quarter ended on the last Friday in October, 1998. In addition to the foregoing, the following conditions shall have received any and been satisfied or shall exist, all further information and documents which Bank or such counsel may reasonably have requested in connection therewithto the satisfaction of the Administrative Agent, such documents where appropriate to be certified by proper corporate or governmental authorities.as of the time the initial Revolving Loans are made hereunder:
Appears in 1 contract
Conditions Precedent to Initial Revolving Loans. The obligation At the time of Bank to make its the making of the initial Revolving Loan is subject Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions precedent thatinitial Revolving Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Administrative Agent and any fees and expenses payable to the Administrative Agent and the Lenders as previously agreed with Borrower), shall have been paid in full, and the Administrative Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Administrative Agent:
(a) Bank shall have received on or before the date duly executed counterparts of this Agreement the following, each dated such day
(i) The Revolving Note issued by Borrower to the order of BankAgreement;
(iib) Borrower's the duly completed Revolving Notes evidencing the Revolving Loan Commitments;
(c) the duly executed Guaranty Agreement;
(d) certificate that of Borrower in substantially the form of Exhibit C attached hereto and appropriately completed;
(e) the duly executed Commitment Letter;
(f) the duly executed Fee Letter;
(g) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the Certificate resolutions of Incorporation or other organizational documents the boards of Borrower certified by directors of the Secretary Credit Parties, authorizing as applicable the execution, delivery and performance of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and have not been amended and/or supplementedthe Credit Documents;
(iiih) Borrower's certificate that the copies certificates of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, (ii) the bylaws or comparable governing documents of such entities; and (iii) the certificate or articles of incorporation of each Credit Party;
(i) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party;
(j) 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 Bank are 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 not been amended and/or supplementedexpired;
(ivk) Copies of resolutions certified copies of the Board Intercompany Loan Documents, to the extent that they exist and have not previously been certified to the Lenders;
(l) duly executed solvency certificates of Directors or other authorizing documents Borrower and each of Borrowerthe Guarantors, in form and substance satisfactory to Bankthe Agents and Lenders;
(m) acknowledgment from CSC Network Corporation System, approving Inc. as to its appointment as agent for service of process for the Loan Documents various Credit Parties;
(n) certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 7.01(b), in any single case in an amount not less than $500,000 and to the extent not previously certified to the Lenders;
(o) certificates, reports and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans;
(p) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the Borrowings plans of the Consolidated Companies with respect thereto;
(q) certificates, reports and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;
(r) a certificate of insurance summarizing, in form and detail reasonably acceptable to the Administrative Agent, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies;
(s) the favorable opinion of counsel to the Credit Parties addressed to the Administrative Agent and each of the Lenders; and
(t) financial statements of Borrower and its Subsidiaries, audited on a consolidated basis for the fiscal year ended on the last Friday in January, 1998 and unaudited on a consolidated basis for the fiscal quarter ended on the last Friday in October, 1998. In addition to the foregoing, the following conditions shall have been satisfied or shall exist, all to the satisfaction of the Administrative Agent, as of the time the initial Revolving Loans are made hereunder:
(u) the Revolving Loans to be made on the Closing Date and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Administrative 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;
(v) Borrower's certificate that the copy of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder heretofore provided to Bank is in full force and effect and has not been amended and/or supplemented; and
(vi) Executed copies of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents all other legal matters in connection with the transactions contemplated by this Agreement authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in content, form and substance to Bank the Required Lenders; and
(w) the status of all pending and its counselthreatened litigation (including products liability and patent claims) which might result in a Materially Adverse Effect, including a description of any damages sought and the claims constituting the basis therefor, shall have been reported in writing to the Administrative Agent, the Administrative Agent shall have reported such matters to the Lenders, and Bank and the Lenders shall be satisfied with such counsel shall have received any and all further information and documents which Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authoritiesstatus.
Appears in 1 contract
Conditions Precedent to Initial Revolving Loans. The obligation At the time of Bank to make its the funding of the initial Revolving Loan is subject Loans hereunder, all obligations of Xxxxxx hereunder incurred prior to the conditions precedent thatinitial Revolving Loans (including, without limitation, Xxxxxx'x obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent and the Lenders as previously agreed with Xxxxxx), shall have been paid in full, and the Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent:
(a) Bank shall have received on or before the date duly executed counterparts of this Agreement;
(b) the duly completed Revolving Credit Notes evidencing the Revolving Loan Commitments;
(c) the Guaranty Agreement, the Contribution Agreement, the Word Pledge Agreement, the Xxxxxx Pledge Agreement (all of which as to Xxxxxx and its Subsidiaries shall be deemed delivered immediately following the followingconsummation of the acquisition referenced in Section 4.01(r)) and any and all other Credit Documents required by Agent;
(d) closing certificate of Xxxxxx in a form acceptable to Xxxxxx, Lenders and their respective counsel and appropriately completed;
(e) certificates of the Secretary or Assistant Secretary of each dated such day
of the Credit Parties (all of which as to Xxxxxx and its Subsidiaries shall be deemed delivered immediately following the consummation of the acquisition referenced in Section 4.01(r)) attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable (i) The Revolving Note issued by Borrower the execution, delivery and performance of the Credit Documents and (ii) the granting of the pledges and security interests granted pursuant to the order of BankWord Pledge Agreement and the Xxxxxx Pledge Agreement;
(iif) Borrower's certificate that the copies certificates of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided each of the Credit Parties (all of which as to Bank are Xxxxxx and its Subsidiaries shall be deemed delivered immediately following the consummation of the acquisition referenced in full force Section 4.01(r)) certifying (i) the name, title and effect true signature of each officer of such entities executing the Credit Documents, and have not been amended and/or supplemented(ii) the bylaws or comparable governing documents of such entities;
(ivg) Copies of resolutions certified copies of the Board certificate or articles of Directors incorporation of each Credit Party certified by the Secretary of State, together with certificates of good standing or other authorizing documents existence, as may be available from the Secretary of Borrower, in form and substance satisfactory to Bank, approving State of the Loan Documents and the Borrowings hereunderjurisdiction of incorporation or organization of such Credit Party;
(vh) Borrower's certificate that examination reports from the copy Uniform Commercial Code records of those locations set forth on Schedule 4.01(h) attached hereto, showing no outstanding liens or security interests granted by any Credit Party other than (i) Liens permitted by Section 11.02, and (ii) Liens securing the Refinanced Indebtedness which are being released on the Closing Date;
(i) copies of all documents and instruments, including all consents, approvals, authorizations, registrations and filings required or advisable under any Requirement of Law or by any material Contractual Obligation of the incumbency certificate executed by Credit Parties, in connection with the Secretary or an Assistant Secretary of Borrower or equivalent documentexecution, certifying the names delivery, performance, validity and signatures enforceability of the officers of Borrower or other Persons authorized to sign the Loan Credit Documents and the other documents to be executed and delivered hereunder heretofore provided to Bank is hereunder, and such consents, approvals, authorizations, registrations and filings shall be in full force and effect and has all applicable waiting periods shall have expired;
(j) agreement by the lenders of the Refinanced Indebtedness to accept payment in full of all obligations outstanding under the Refinanced Indebtedness and termination of all credit facilities relating thereto and to release all Liens securing Refinanced Indebtedness, and the establishment of escrow or other arrangements for such repayment and release of Liens acceptable to the Agent and the Lenders;
(k) certified copies of indentures, credit agreements, instruments and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 11.01(b), in any single case in an amount not been amended and/or supplementedless than $500,000;
(l) certificates, reports and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans;
(m) certificates, reports, environmental audits and investigations, and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from Environmental Laws, including without limitation, OSHA laws and regulations to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto;
(n) certificates, reports and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;
(o) a summary set forth in format and detail reasonably acceptable to the Agent of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies;
(p) the favorable opinion of Bass, Xxxxx & Xxxx and in- house counsel to Xxxxxx, counsel to the Credit Parties, in a form acceptable to Xxxxxx, Lenders and their respective counsel and addressed to the Agent and each of the Lenders; and
(viq) Executed copies financial statements of the Consolidated Companies for their most recently completed fiscal quarter on a consolidated basis.
(r) evidence that Xxxxxx'x acquisition of all Loan Documents;
(b) All corporate legal proceedings of the outstanding common stock of Xxxxxx pursuant to the terms of the Tender Offer and instruments Merger Agreement between Xxxxxx Acquisition Corp. and documents in connection Xxxxxx dated September 13, 1995, as amended October 16, 1995, will be closed prior to or contemporaneously with the transactions contemplated by this Agreement shall be reasonably satisfactory in contentfunding of the Revolving Loans. In addition to the foregoing, form and substance to Bank and its counsel, and Bank and such counsel the following conditions shall have received any and been satisfied or shall exist, all further information and documents which Bank or such counsel may reasonably have requested in connection therewithto the satisfaction of the Agent, such documents where appropriate to be certified by proper corporate or governmental authorities.as of the time the initial Revolving Loans are made hereunder:
Appears in 1 contract
Samples: Credit Agreement (Nelson Thomas Inc)
Conditions Precedent to Initial Revolving Loans. The obligation of Bank Lender to make its initial Revolving Loan under this Agreement is subject to satisfaction (or waiver by Lxxxxx in Lxxxxx’s sole discretion) of the following conditions precedent thatprecedent:
(a) Bank shall have received on or before the date The Lender’s receipt of this Agreement the following, each dated such day
of which shall be originals, telecopies or other electronic image scan transmissions (ie.g., “pdf” or “tif” via e-mail) The Revolving Note issued (followed promptly by Borrower to the order of Bank;
(iioriginals) Borrower's certificate that the copies unless otherwise specified, each properly executed by a Responsible Officer of the Certificate of Incorporation signing Loan Party, or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporationLender, heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies as applicable, each dated as of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force Closing Date and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrower, each in form and substance satisfactory to Bankthe Lender:
(i) executed counterparts of this Agreement duly executed by each Loan Party;
(ii) Subordination Agreement(s) and/or intercreditor agreement(s) dated as of the date of this Agreement by and among Borrower, approving the Loan Documents Lender and the Borrowings hereunderholder of any Subordinated Debt or Permitted Indebtedness (as required by Lender), in the form prepared by and acceptable to Lender;
(iii) Control Agreements and Lockbox Agreements as required by Lxxxxx;
(iv) Pledge Agreements dated as of the date of this Agreement, pursuant to which Starco and Whipshots Holdings each pledge the Equity Interests owned by each party as Collateral;
(v) Borrower's certificate that a Borrowing Base Certificate, certified as accurate by the copy of Administrative Borrower and acceptable to the incumbency certificate Lender in its sole discretion;
(vi) an Information Certificate, duly executed by the Secretary or an Assistant Secretary Loan Parties; and
(vii) all other Loan Documents, each duly executed by the applicable Loan Parties.
(b) Lender shall have received copies of Borrower or equivalent documentUCC search reports dated such a date as is acceptable to the Lender, certifying the listing all effective financing statements which name any Loan Party, under its present names and signatures any previous names, as debtors.
(c) [Reserved].
(d) Lender shall have received (i) Organization Documents of each Loan Party (certified as of a date acceptable to Lender); (ii) resolutions of the officers shareholders, directors, members, and/or managers of Borrower or other Persons authorized to sign each Loan Party, as required, approving and authorizing such Loan Party’s execution, delivery and performance of the Loan Documents to which it is party and the other documents transactions contemplated thereby; (iii) incumbency certificates of the managers and officers of each Loan Party, each of which the applicable Loan Party hereby certifies to be delivered hereunder heretofore provided to Bank is true and complete, and in full force and effect without modification, it being understood that the Lender may conclusively rely on each such documents and has not been amended and/or supplementedcertificates until formally advised by applicable Loan Party of any changes therein; andand (iv) good standing certificates in the state of formation of each Loan Party and in each other state requested by the Lender, in each case, as of a date acceptable to the Lender.
(vie) Executed copies Lender shall have received evidence satisfactory to the Lender of the existence of insurance required to be maintained pursuant to Section 6.3, together with evidence that the Lender has been named as a lender’s loss payee and additional insured on all Loan Documents;related insurance policies.
(bf) the Lender shall have completed satisfactory background checks of the Loan Parties’ owners, shareholders and management and shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” rules and regulations, Anti-Terrorism Laws and Anti-Corruption Laws, including without limitation the USA PATRIOT Act.
(g) Lender shall have received such other certificates, financial statements, schedules, resolutions, opinions of counsel, notes and other documents which are provided for hereunder or which the Lender shall reasonably require.
(h) The Lender shall be reasonably satisfied that (i) any financial statements delivered to it fairly present the business and financial condition of the Loan Parties and (ii) that there has been no Material Adverse Effect since December 31, 2023.
(i) The Lender shall have completed all required due diligence, including, but not limited to, a review of any requested documentation related to the business of the Borrowers, and in person meetings with the Borrowers’ management team and lead investors.
(j) The Lender shall have received and approved, in its sole discretion, a field examination with respect to each Borrower.
(k) The Lender shall have received and approved a third party appraisal and inspection of the Inventory.
(l) The Lender shall have received and approved financial projections of the Borrowers (prepared on a monthly basis), evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 8.
(m) The Lender’s credit committee shall have approved this Agreement and the transactions contemplated hereby.
(n) The Lender shall be reasonably satisfied that each Loan Party is in compliance with all pertinent federal, state, local or territorial Laws.
(o) The Lender shall have received evidence satisfactory to the Lender that each Loan Party has valid and effective Permits and Licenses necessary for such Loan Party to conduct its business in accordance with all requirements of applicable Law and that all such Permits and Licenses are in the name of such Loan Party.
(p) There shall not have occurred any default under any Material Contract of any Loan Party.
(q) All corporate legal proceedings fees and instruments expenses required to be paid to the Lender on or before the Closing Date, including, without limitation, the Closing Fee, shall have been paid in full or Borrowers shall have made arrangements satisfactory to the Lender in its sole discretion for the payment thereof.
(r) After giving effect to (i) the first funding of the Revolving Loans and documents in connection with the transactions contemplated by this Agreement and (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby, including, without limitation, payment of the Closing Fee, all closing costs and professional fees, Excess Availability shall be reasonably satisfactory in content, form and substance to Bank and its counsel, and Bank and such counsel not less than $1,000,000.
(s) Lxxxxx shall have received any an executed payoff letter for all existing Indebtedness owing to City National Bank specifying the amount required to be repaid to obtain appropriate termination and release statements and documents with respect to all agreements relating thereto and all further information and documents which Bank or such counsel may reasonably have requested Liens granted in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authoritiestogether with UCC termination statements as the Lender may require.
Appears in 1 contract
Conditions Precedent to Initial Revolving Loans. The obligation of Bank to make its initial Revolving Loan is subject In addition to the conditions precedent thatset forth in Section 6.2, the Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, unless each of the following conditions has been satisfied:
(a) Bank Appropriate Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document, including modifications of each Mortgage, shall have been duly executed and delivered to the Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.
(b) The Agent shall have received on acknowledgments of all filings or before recordations necessary to perfect its Liens in the date Collateral, as well as UCC and Lien searches and other evidence satisfactory to the Agent, including UCC financing statements which terminate or amend existing financing statements covering the Collateral, all of this Agreement such financing statements, amendments, and terminations (taken as a whole) indicating that the followingAgent’s Liens are the only Liens upon the Collateral, each dated such dayother than Permitted Liens.
(ic) To the extent requested by the Agent, the Agent shall have received duly executed Lien Waivers from each landlord where any material amount of Collateral is maintained or held.
(d) To the extent requested by the Agent, the Agent shall have received duly executed Deposit Account Control Agreements with respect to any of the Borrowers’ Deposit Accounts.
(e) The Revolving Note issued by Borrower to the order of Bank;
(ii) Borrower's certificate that the copies of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and Agent shall have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrowerreceived certificates, in form and substance satisfactory to Bankit, approving from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Revolving Loans and transactions hereunder, (i) such Borrower is Solvent, (ii) no Default or Event of Default exists, (iii) the representations and warranties set forth in Section 9 are true and correct, and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(f) The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan 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 Borrowings hereunder;
(v) Borrower's certificate that the copy title, name, and signature of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons each Person authorized to sign the Loan Documents and Documents. The Agent may conclusively rely on this certificate until it is otherwise notified by the other documents to be delivered hereunder heretofore provided to Bank is applicable Obligor in full force and effect and has not been amended and/or supplemented; andwriting.
(vig) Executed copies The Agent shall have received a written opinion of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., as well as any local counsel to the Borrowers, each in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance satisfactory to Bank and its counsel, and Bank and such counsel the Agent.
(h) The Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification.
(i) The Agent shall have received copies of policies and certificates of insurance for the property, casualty, and liability insurance policies carried by the Borrowers, all in compliance with the Loan Documents.
(j) The Agent shall have completed its legal due diligence of the Obligors with results satisfactory to the Agent.
(k) No material adverse change in the financial condition of any Obligor or in the value of any Collateral shall have occurred since December 31, 2008.
(l) The Borrowers shall have paid all fees and expenses to be paid to the Agent and the Lenders on the Closing Date.
(m) Upon giving effect to the initial funding of Revolving Loans and issuance of Letters of Credit, and the payment by the Borrowers of all further information fees and documents which Bank or such counsel may reasonably have requested expenses incurred in connection therewithherewith as well as any payables stretched beyond their customary payment practices, such documents where appropriate Availability shall be at least $80,000,000 taking into account all contractual limitations on the Borrowers’ ability to be certified by proper corporate or governmental authoritiesincur Indebtedness.
Appears in 1 contract
Conditions Precedent to Initial Revolving Loans. The obligation At the time of Bank to make its the making of the initial Revolving Loan is subject Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the conditions precedent thatinitial Revolving Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Lender and any fees and expenses payable to the Lender as previously agreed with Borrower), shall have been paid in full, and the Lender shall have received the following, in form and substance reasonably satisfactory in all respects to the Lender:
(a) Bank shall have received on or before the date duly executed counterparts of this Agreement Agreement;
(b) the following, duly completed Revolving Note evidencing the Revolving Loan Commitment;
(c) the duly executed Guaranty Agreement;
(d) certificate of Borrower in substantially the form of Exhibit C attached hereto and appropriately completed;
(e) the duly executed Fee Letter;
(f) certificates of the Secretary or Assistant Secretary of each dated such day
of the Credit Parties (i) The Revolving Note issued by Borrower attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents, (ii) certifying (A) the name, title and true signature of each officer of such entities executing the Credit Documents and (B) that the certificate or articles of incorporation and bylaws or comparable governing documents of each Credit Party have not been amended or modified since the version of such documents certified to the order of Banklenders under the Syndicated Revolving Credit Agreement;
(iig) Borrower's certificate that the copies of the Certificate of Incorporation good standing or other organizational documents of Borrower certified by existence, as may be available from the Secretary of State of its state the jurisdiction of formation incorporation or incorporationorganization of Reaction Supply Corporation;
(h) copies of all documents and instruments, heretofore provided 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 Bank are 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 not been amended and/or supplementedexpired;
(iiii) Borrower's certificate that the copies duly executed solvency certificates of Borrower and each of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of BorrowerGuarantors, in form and substance satisfactory to Bank, approving the Loan Documents and the Borrowings hereunder;
(v) Borrower's certificate that the copy of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder heretofore provided to Bank is in full force and effect and has not been amended and/or supplementedLender; and
(vij) Executed copies the favorable opinion of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents in connection with counsel to the transactions contemplated by this Agreement shall be reasonably satisfactory in contentCredit Parties addressed to the Lender. In addition to the foregoing, form and substance to Bank and its counsel, and Bank and such counsel the following conditions shall have received any and been satisfied or shall exist, all further information and documents which Bank or such counsel may reasonably have requested in connection therewithto the satisfaction of the Lender, such documents where appropriate to be certified by proper corporate or governmental authorities.as of the time the initial Revolving Loans are made hereunder:
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Samples: Bridge Revolving Credit Agreement (Hughes Supply Inc)
Conditions Precedent to Initial Revolving Loans. The obligation of Bank to make its initial Revolving Loan is subject In addition to the conditions precedent thatset forth in Section 6.2, the Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, unless each of the following conditions has been satisfied:
(a) Bank Appropriate Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document, including modifications of each Mortgage, shall have been duly executed and delivered to the Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.
(b) To the extent requested by the Agent, the Agent shall have received on or before duly executed Deposit Account Control Agreements with respect to any of the date of this Agreement the following, each dated such dayBorrowers’ Deposit Accounts.
(ic) The Revolving Note issued by Borrower to the order of Bank;
(ii) Borrower's certificate that the copies of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and Agent shall have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrowerreceived certificates, in form and substance satisfactory to Bankit, approving from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Revolving Loans and transactions hereunder, (i) such Borrower is Solvent, (ii) no Default or Event of Default exists, (iii) the representations and warranties set forth in Section 9 are true and correct, and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(d) The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan 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 Borrowings hereunder;
(v) Borrower's certificate that the copy title, name, and signature of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons each Person authorized to sign the Loan Documents and Documents. The Agent may conclusively rely on this certificate until it is otherwise notified by the other documents to be delivered hereunder heretofore provided to Bank is applicable Obligor in full force and effect and has not been amended and/or supplemented; andwriting.
(vie) Executed copies The Agent shall have received a written opinion of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents Dechert LLP in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance satisfactory to Bank and its counsel, and Bank and such counsel the Agent.
(f) The Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization.
(g) The Agent shall have completed its legal due diligence of the Obligors with results satisfactory to the Agent.
(h) No material adverse change in the financial condition of any Obligor or in the value of any Collateral shall have occurred since December 31, 2011.
(i) The Borrowers shall have paid all fees and all further information and documents which Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate expenses to be certified by proper corporate or governmental authoritiespaid to the Agent and the Lenders on the Closing Date.
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Conditions Precedent to Initial Revolving Loans. The obligation of Bank Lender to make its the initial Revolving Loan Loans is subject to the satisfaction of, or waiver of, immediately prior to or concurrently with the making of such Revolving Loan of each of the following conditions precedent thatprecedent:
(a) Bank shall have received on or before the date of all requisite corporate action and proceedings in connection with this Agreement and the following, each dated such day
(i) The Revolving Note issued by Borrower to the order of Bank;
(ii) Borrower's certificate that the copies of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrower, Financing Agreements shall be satisfactory in form and substance satisfactory to BankLender, approving the Loan Documents and the Borrowings hereunder;
(v) Borrower's certificate that the copy of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names Lender shall have received all information and signatures of the officers of Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder heretofore provided to Bank is in full force and effect and has not been amended and/or supplemented; and
(vi) Executed copies of all Loan Documents;
(b) All documents, including records of requisite corporate legal action and proceedings and instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to Bank and its counsel, and Bank and such counsel shall have received any and all further information and documents which Bank or such counsel Lender may reasonably have requested in connection therewith, such documents where appropriate requested by Lender or its counsel to be certified by proper appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of Borrower and each Guarantor certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower or such Guarantor as is set forth herein and such document as shall set forth the organizational identification number of each Borrower or Guarantor, if one is issued in its jurisdiction of incorporation);
(b) no Material Adverse Effect shall have occurred since the date of Lender's latest field examination (not including for this purpose the field review referred to in clause (c) below);
(c) Lender shall have completed a field review of the Records and such other information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrower (including, without limitation, roll-forwards of Accounts through the date of closing, together with such supporting documentation as may be necessary or appropriate, and other documents and information that will enable Lender to accurately identify and verify the Collateral), the results of which each case shall be satisfactory to Lender, not more than ten (10) Business Days prior to the date hereof or such earlier date as Lender may agree;
(d) Lender shall have received, in form and substance reasonably satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including, without limitation, the Collateral Access Agreement if obtained by the Borrower using commercially reasonable efforts;
(e) the Excess Availability as determined by Lender, as of the date hereof, shall be not less than $20,000,000 after giving effect to the initial Revolving Loans made or to be made in connection with the initial transactions hereunder;
(f) Lender shall have received, in form and substance reasonably satisfactory to Lender, Deposit Account Control Agreements by and among Lender, Borrower and each Guarantor, as the case may be and each bank where such Borrower (or Guarantor) has a deposit account (other than an Excluded Account), in each case, duly authorized, executed and delivered by such bank and Borrower or Guarantor, as the case may be (or Lender shall be the bank's customer with respect to such deposit account as Lender may specify);
(g) Lender shall have received evidence, in form and substance satisfactory to Lender, that Lender has a valid perfected first priority security interest in all of the Collateral;
(h) Lender shall have received and reviewed lien and judgment search results for the jurisdiction of organization of Borrower and each Guarantor, the jurisdiction of the chief executive office of Borrower and each Guarantor and all jurisdictions in which assets of Borrower and Guarantors are located, which search results shall be in form and substance satisfactory to Lender;
(i) A certificate of a Responsible Officer setting forth, in form and substance, satisfactory to Lender, among other things, a calculation of the outstanding Capitalized Lease Obligations and Purchase Money Obligations on the date of this Agreement and stating that other than the credit facility evidenced by this Agreement, Borrower, Guarantors and other Restricted Subsidiaries of Borrower are not parties to any other Senior Secured Note Permitted Credit Facilities;
(j) Lender shall have received, in form and substance reasonably satisfactory to Lender in good faith, true, correct and complete copy of the Senior Secured Note Indenture, duly authorized, executed and delivered by the parties thereto;
(k) Lender shall have received, in form and substance reasonably satisfactory to Lender in good faith, the Intercreditor Agreement, duly authorized, executed and delivered by each of the parties thereto;
(l) Lender shall have received evidence that the originals of the shares of the stock certificates representing all of the issued and outstanding shares of the Capital Stock of each Guarantor and owned by Borrower or any Guarantor, in each case together with stock powers duly executed in blank with respect thereto are in the possession of the Senior Secured Note Trustee;
(m) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee;
(n) Lender shall have received evidence, in form and substance satisfactory to Lender, that all governmental authoritiesapprovals necessary to permit Borrower and Guarantors to grant Liens in favor of Lender on the Collateral have been obtained;
(o) Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrower and Guarantors with respect to the Financing Agreements and such other matters as Lender may request; and
(p) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Lender, in form and substance satisfactory to Lender.
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Conditions Precedent to Initial Revolving Loans. The obligation of Bank to make its initial Revolving Loan is subject to the conditions precedent that:
(a) Bank shall have received on or before the date day of this Agreement the initial Borrowing the following, each dated prior to or as of such day, in form and substance satisfactory to Bank:
(i) The Revolving Note issued by Borrower to the order of Bank;
(ii) Borrower's certificate that the copies Copies of the Certificate Articles of Incorporation or other organizational documents of Borrower Borrower, certified as of a recent date by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies Copies of the Bylaws, if any, Bylaws of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplementedBorrower;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrower, in form and substance satisfactory to Bank, approving the Loan Documents and the Borrowings hereunder;
(v) Borrower's certificate that the copy of the An incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder heretofore provided to Bank is in full force and effect and has not been amended and/or supplemented; andhereunder;
(vi) Executed copies originals of all Loan Documents;
(vii) A certificate executed by the Secretary or an Assistant Secretary of Borrower indicating those officers of Borrower who are authorized to make requests for Revolving Loans hereunder;
(b) All fees required to be paid at closing, including, but not limited to, the Closing Fee, shall have been paid by Borrower to Bank;
(c) All factual information previously furnished by Borrower to Bank shall be true and correct in all material respects;
(d) No Material Adverse Change has occurred since September 30, 1997;
(e) Bank shall have received an opinion of Borrower's counsel in form and substance reasonably satisfactory to Bank;
(f) No action, suit, investigation or proceeding shall have been pending or threatened in any court or before any arbitration or governmental authority against Borrower or any of its Subsidiaries and that reasonably could be expected to result in a Material Adverse Change or that is pending against Bank or Borrower or any of its Subsidiaries and relates to the loans contemplated hereunder;
(g) Borrower and its Subsidiaries are in compliance, in all material respects, with any existing material financial obligations; and
(h) All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to Bank and its counsel, and Bank and such counsel shall have received any and all further information and documents which Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities.
Appears in 1 contract
Conditions Precedent to Initial Revolving Loans. The obligation of Bank to make its initial Revolving Loan is subject In addition to the conditions precedent thatset forth in Section 6.2, the Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, unless each of the following conditions has been satisfied:
(a) Bank Appropriate Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to the Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.
(b) To the extent requested by the Agent, the Agent shall have received on or before duly executed Deposit Account Control Agreements with respect to any of the date of this Agreement the following, each dated such dayBorrowers’ Deposit Accounts.
(ic) The Revolving Note issued by Borrower to the order of Bank;
(ii) Borrower's certificate that the copies of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and Agent shall have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrowerreceived certificates, in form and substance satisfactory to Bankit, approving from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Revolving Loans and transactions hereunder, (i) such Borrower is Solvent, (ii) no Default or Event of Default exists, (iii) the representations and warranties set forth in Section 9 are true and correct, and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(d) The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan 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 Borrowings hereunder;
(v) Borrower's certificate that the copy title, name, and signature of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons each Person authorized to sign the Loan Documents and Documents. The Agent may conclusively rely on this certificate until it is otherwise notified by the other documents to be delivered hereunder heretofore provided to Bank is applicable Obligor in full force and effect and has not been amended and/or supplemented; andwriting.
(vie) Executed copies The Agent shall have received a written opinion of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents Dechert LLP in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance satisfactory to Bank and its counsel, and Bank and such counsel the Agent.
(f) The Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization.
(g) The Agent shall have completed its legal due diligence of the Obligors with results satisfactory to the Agent.
(h) No material adverse change in the financial condition of any Obligor or in the value of any Collateral shall have occurred since December 31, 2011.
(i) The Borrowers shall have paid all fees and all further information and documents which Bank or such counsel may reasonably have requested in connection therewith, such documents where appropriate expenses to be certified by proper corporate or governmental authoritiespaid to the Agent and the Lenders on the Closing Date.
Appears in 1 contract
Conditions Precedent to Initial Revolving Loans. The obligation of Bank to make its initial Revolving Loan is subject In addition to the conditions precedent that:set forth in Section 6.2, the Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, unless each of the following conditions has been satisfied: LOAN AND SECURITY AGREEMENT
(a) Bank Appropriate Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document, including the Intercreditor Agreement and the Mortgage, shall have been duly executed and delivered to the Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.
(b) The Agent shall have received on acknowledgments of all filings or before recordations necessary to perfect its Liens in the date Collateral, as well as UCC and Lien searches and other evidence satisfactory to the Agent, including UCC financing statements which terminate or amend existing financing statements covering the Collateral (excluding any such financing statements in favor of this Agreement the following"Administrative Agent" as defined in the Second Lien Credit Agreement), each dated all of such dayfinancing statements, amendments, and terminations (taken as a whole) indicating that the Agent's Liens are the only Liens upon the Collateral, other than Permitted Liens.
(ic) To the extent requested by the Agent, the Agent shall have received duly executed Lien Waivers from each landlord where any material amount of Collateral is maintained or held.
(d) To the extent requested by the Agent, the Agent shall have received duly executed Deposit Account Control Agreements with respect to any of the Borrowers' Deposit Accounts.
(e) The Revolving Note issued by Borrower to the order of Bank;
(ii) Borrower's certificate that the copies of the Certificate of Incorporation or other organizational documents of Borrower certified by the Secretary of State of its state of formation or incorporation, heretofore provided to Bank are in full force and effect and Agent shall have not been amended and/or supplemented;
(iii) Borrower's certificate that the copies of the Bylaws, if any, of Borrower, certified by the Secretary or an Assistant Secretary of Borrower heretofore provided to Bank are in full force and effect and have not been amended and/or supplemented;
(iv) Copies of resolutions of the Board of Directors or other authorizing documents of Borrowerreceived certificates, in form and substance satisfactory to Bankit, approving from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Revolving Loans and transactions hereunder, (i) such Borrower is Solvent, (ii) no Default or Event of Default exists, (iii) the representations and warranties set forth in Section 9 are true and correct, and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.
(f) The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor's Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan 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 Borrowings hereunder;
(v) Borrower's certificate that the copy title, name, and signature of the incumbency certificate executed by the Secretary or an Assistant Secretary of Borrower or equivalent document, certifying the names and signatures of the officers of Borrower or other Persons each Person authorized to sign the Loan Documents and Documents. The Agent may conclusively rely on this certificate until it is otherwise notified by the other documents to be delivered hereunder heretofore provided to Bank is applicable Obligor in full force and effect and has not been amended and/or supplemented; andwriting.
(vig) Executed copies The Agent shall have received a written opinion of all Loan Documents;
(b) All corporate legal proceedings and instruments and documents Wilson Sonsini Goodrich & Rosati, P.C., as well as any local xxxxxxx xx xxx Xxxxxxxrs, xxxx in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance satisfactory to Bank and its counsel, and Bank and such counsel the Agent. LOAN AND SECURITY AGREEMENT
(h) The Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor's jurisdiction of organization. The Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor's jurisdiction of organization and each jurisdiction where such Obligor's conduct of business or ownership of Property necessitates qualification.
(i) The Agent shall have received copies of policies and certificates of insurance for the property, casualty, and liability insurance policies carried by the Borrowers, all in compliance with the Loan Documents.
(j) The Agent shall have completed its legal due diligence of the Obligors with results satisfactory to the Agent.
(k) No material adverse change in the financial condition of any Obligor or in the value of any Collateral shall have occurred since September 30, 2005.
(l) The Borrowers shall have paid all fees and expenses to be paid to the Agent and the Lenders on the Closing Date.
(m) Upon giving effect to the initial funding of Revolving Loans and issuance of Letters of Credit, and the payment by the Borrowers of all further information fees and documents which Bank or such counsel may reasonably have requested expenses incurred in connection therewithherewith as well as any payables stretched beyond their customary payment practices, such documents where appropriate Availability shall be at least $68,000,000 taking into account all contractual limitations on the Borrowers' ability to be certified by proper corporate or governmental authoritiesincur Indebtedness.
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