Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent: (A) this Agreement executed and delivered by Customer and IBM Credit; (B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer; (C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business; (D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements; (E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit; (F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit; (G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A; (H) a favorable opinion of counsel for Customer in substantially the form of Attachment I; (I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets; (J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and (K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 2 contracts
Samples: Inventory and Working Capital Financing Agreement (Ameriquest Technologies Inc), Inventory and Working Capital Financing Agreement (Ameriquest Technologies Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance substances satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
H; (I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 2 contracts
Samples: Inventory and Working Capital Financing Agreement (Litronic Inc), Inventory and Working Capital Financing Agreement (Litronic Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) a favorable opinion of counsel for Customer in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of Customer, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) Customer is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) Customer is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws of Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do businessbusiness except where the failure to qualify would not reasonably be expected to cause a Material Adverse Effect;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; ;
(K) certified copies of the Transaction Documents and any other principal documents executed in connection with the Receivables Facility provided however that the certified copies of the Transaction Documents may be delivered to IBM Credit on or before May 21, 1999;
(L) copies of the opinion(s) delivered by Xxxxxx Xxxxx & Xxxxxxx on May ___ 1999 in connection with the Receivables Facility and a letter from Xxxxxx Xxxxx & Bockius permitting IBM Credit to rely on such opinions as if IBM Credit was an original addressee thereof;
(M) a notice in form and substance satisfactory to IBM Credit signed by Customer and CSI Funding, Inc. to the Norwest Bank Minnesota, National Association, as Trustee, which notice shall provide that, effective one Business Day after delivery of such notice, the Customer shall cease selling and CSI Funding shall cease buying the Receivables and the Related Rights pursuant to Article I of Receivables Contribution and Sale Agreement (the "Notice");
(N) the Securities and Note Pledge Agreement executed and delivered by Customer to IBM Credit: and
(KO) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 2 contracts
Samples: Inventory and Working Capital Financing Agreement (Compucom Systems Inc), Inventory and Working Capital Financing Agreement (Safeguard Scientifics Inc Et Al)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 2 contracts
Samples: Financing Agreement (Syscomm International Corp), Financing Agreement (Syscomm International Corp)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit satisfaction of, or waiver in writing by IBM Credit of compliance with, the following conditions precedentprecedent on or prior to September 13, 1996:
(A) this Agreement executed and delivered by Customer and IBM CreditCredit and receipt by IBM Credit of all attachments hereto in form and substance satisfactory to IBM Credit in its sole discretion;
(B) (i) copies of the resolutions of the Board of Directors of Customer in form and substance satisfactory to IBM Credit in its sole and absolute discretion certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM CreditCredit in its sole and absolute discretion, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer in form and substance satisfactory to IBM Credit in its sole and absolute discretion certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do businessbusiness unless the failure to so qualify could not reasonably be expected to have a Material Adverse Effect;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM CreditCredit in its sole and absolute discretion, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsAgreements and (c) the execution delivery or performance and legality, validity, binding effect or enforceability of the restructuring contemplated in connection herewith;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement")the security interest of the Credit Managers Association shall have been released, the security agreement between Customer and the Credit Managers Association shall have been terminated, UCC termination statements relating thereto shall have been filed, appropriate filings shall have been made terminating any filings made by the Credit Managers Association with the United States Patent and Trademark Office and the United States Copyright Office, all in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth Credit in Attachment Aits sole and absolute discretion;
(H) a favorable opinion of counsel for Customer Customer, satisfactory to IBM Credit, in substantially the form of Attachment Iand substance satisfactory to IBM Credit and Customer;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assetsassets and all other statements, instruments and act (including, possession by IBM Credit) necessary to perfect IBM Credit's security interest in the Collateral;
(J) Customer shall have delivered to IBM Credit convertible preferred stock of the Customer and warrants to purchase common stock of Customer, in form and substance satisfactory to IBM Credit in its sole and absolute discretion;
(K) Customer and IBM Credit shall have executed a registration rights agreement in form and substance satisfactory to IBM Credit in its sole and absolute discretion, which agreement shall include terms providing for a fee to IBM Credit in an amount equal to $3,000,000 in the event the securities obtained by IBM Credit pursuant to the recapitalization (including those securities set forth in paragraph J above) are not subject to an effective registration statement on or prior to a date to be agreed upon by Customer and IBM Credit;
(L) The existing creditors of Customer (other than IBM Credit) shall have either (i) converted their claims against Customer for common stock of Customer or (ii) released their claims against Customer for cash in an amount not to exceed $500,000 in the aggregate, other than current claims payable by customer in an amount satisfactory to IBM Credit, all in form and substance satisfactory to IBM Credit in its sole and absolute discretion;
(M) All acts necessary or desirable, in the sole and absolute discretion of IBM Credit, to the recapitalization of Customer outlined in the Private Placement Memorandum dated August 9, 1996 shall have occurred and be in full force and effect;
(N) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KO) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 2 contracts
Samples: Working Capital Financing and Term Loan Agreement (Ibm Credit Corp), Working Capital Financing and Term Loan Agreement (Radius Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) a favorable opinion of counsel for Customer in substantially the form of Attachment G;
(C) a certificate of the secretary or an assistant secretary of Customer, substantially in the form and substance of Attachment H hereto, certifying that, among other items, (i) Customer is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) Customer is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws of Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor Guarantor whose guaranty Guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement and the obligation of IBM Credit to make an initial Product Advance is subject to the receipt by IBM Credit ofsatisfaction of , or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer each Customer, the Parent and IBM Credit;
(B) a favorable opinion of counsel for the Loan Parties in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of each Loan Party, in a form and substance acceptable to IBM Credit, certifying that, among other items, (i) such Loan Party is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) such Loan Party is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws of such Loan Party are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by such Loan Party's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer such Loan Party authorized to sign this Agreement and the Other Agreements and Documents;
(iiiD) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer each Loan Party in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, Person in each case in form and substance reasonably satisfactory to IBM Credit, which are required to enable Customer each Loan Party to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM CreditDocuments;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer each Loan Party as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IG) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer each Loan Party and each guarantor Guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(JH) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B;
(I) the Credit Agreement, with terms and conditions satisfactory to IBM Credit, shall be executed and delivered by the parties thereto; and
(KJ) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the Conduit Lender’s and the Secondary Lenders’ obligations hereunder shall be subject to the conditions precedent that the Agent shall have received (or waived receipt by IBM Credit ofthereof) the following, or waiver each (unless otherwise indicated) in writing by IBM Credit of compliance with, form and substance reasonably satisfactory to the following conditions precedentAgent in sufficient copies for the Conduit Lender and the Secondary Lenders:
(Aa) this Agreement each of the Program Documents duly executed and delivered by Customer the parties thereto, which shall be in full force and IBM Crediteffect;
(Bb) the signed opinions of counsel to the Borrower addressed to the Agent, the Conduit Lender and each Secondary Lender as to such matters as the Agent, the Conduit Lender and each Secondary Lender shall have reasonably requested;
(c) a certificate of a Responsible Officer of the Borrower certifying (i) copies as to its certificate of the resolutions incorporation or declaration of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the executiontrust, delivery as applicable, by-laws and performance of this Agreement and each Other Agreement executed and delivered in connection herewithvaluation procedures, (ii) as to the resolutions of its Board of Directors or Board of Trustees, as applicable, approving this Agreement and the other Program Documents to which it is a certificate party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents to which it is a party are true and correct, (iv) that, after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and (v) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents to which it is a party and of each of its Responsible Officers for purposes of this Agreement;
(d) a pro-forma Investor Report, which shall evidence compliance with the terms of the secretary Program Documents, including compliance with the Borrowing Base Test and the Asset Coverage Test as of the Restatement Effective Date;
(e) the fees to be received by it on or an assistant secretary of Customerprior to the Restatement Effective Date under this Agreement and the Fee Letter; and
(f) such other instruments, certificates and documents from the Borrower as the Agent shall have reasonably requested, all in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requestedAgent.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Highland Credit Strategies Fund)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment IH;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment IH;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt satisfaction (or waiver thereof by IBM Credit of, or waiver in writing by IBM Credit its sole discretion) of compliance with, the following conditions precedent:
(Aa) this Agreement executed and delivered by Customer and IBM Credit;Credit shall have received on or prior to the date hereof each of the following:
(B) (i) (A) certified copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer Borrower authorizing the execution, delivery and performance of this Agreement and each Other Agreement other document executed and delivered in connection herewith, and (iiB) a certificate of the secretary Secretary or an assistant secretary Assistant Secretary of CustomerBorrower, in form and substance satisfactory to IBM Credit, certifying (1) the names and true signatures of the officers of Customer Borrower authorized to sign this Agreement and the Other Agreements such other documents and (iii2) copies that the Certificate of the articles of incorporation Incorporation and by-laws of Customer certified Borrower have not changed from the Certificate of Incorporation and by-laws delivered by Borrower to IBM Credit with the secretary or assistant secretary of CustomerExisting Agreement;
(Cii) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer Borrower in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do businessbusiness and where the failure so to qualify could reasonably be expected to have a Material Adverse Effect;
(Diii) the favorable opinion(s) of counsel to Borrower, in form and substance satisfactory to IBM Credit and its counsel;
(iv) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer any Credit Party to authorize, or are required in connection with, (aA) the execution, delivery or performance of this Agreement and each of the Other AgreementsCredit Document executed in connection herewith to which such Credit Party is a party, and or (bB) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreementssuch Credit Document;
(Ev) a loss payable endorsements in favor of IBM Credit as required pursuant to Section 9;
(vi) acknowledgment copies not previously provided (or other evidence of presentation for filing) of UCC-1 financing statements naming IBM Credit as secured party and signed by Borrower as secured party and filed in the jurisdictions set forth on Exhibit H and UCC-3 financing statements signed by Borrower amending all financing statements on file as of the date hereof filed against Borrower and its predecessors in favor of IBM Credit;
(vii) evidence in form and substance satisfactory to IBM Credit that the ownership and control of all Lockboxes and the related lockbox agreement executed by Customer accounts have been transferred to IBM Credit, and each BankCitibank, N.A. pursuant to agreements in form and substance satisfactory to IBM Credit;
(Fviii) a contingent blocked account agreement certificate executed by Customer the president, chief financial officer or vice president treasurer of Borrower certifying that, as of the date of this Agreement, (A) the representations and warranties contained in this Agreement and in each Bank in form other Credit Document are true and substance satisfactory to IBM Credit;correct, (B) no Default or Event of Default has occurred and is continuing, and (C) no Shortfall Amount exists.
(Gix) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to the extent not previously provided by Borrower to IBM Credit, a copy, if any, of all documents, instruments and agreements evidencing or executed in connection with the loans and obligations made by and owing to each other secured creditor of Customer as set forth in Attachment ADFS and Hewlett-Packard Company;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(Kx) all such other statements, certificates, documents, instruments, landlord and mortgagee waivers, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
(b) All mortgage recording taxes, recording fees and other charges payable in connection with the filing and recording of the Credit Documents have either been paid in full by Borrower or arrangements for the payment of such amounts satisfactory to IBM Credit shall have been made.
(c) Completion satisfactory to IBM Credit of all filings and other actions, including, without limitation the execution of intercreditor agreements in form and substance satisfactory to IBM Credit and the filing of the financing statements referred to in Section 22(a)(x), necessary or advisable for the purpose of ensuring that IBM Credit has a valid perfected security interest in all Collateral and a first priority security interest in all First Lien Collateral.
(d) IBM Credit shall have received all fees and expenses owing to it under the terms of this Agreement and arrangements for such other compensation as Borrower or any of its Affiliates and IBM Credit shall have agreed.
Appears in 1 contract
Samples: Wholesale Financing Agreement (Entex Information Services Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit ofconditions precedent that (1) the Buyer shall have executed and delivered an amended and restated Subordinated Note in favor of such Seller, and (2) the Buyer shall have received, on or waiver in writing by IBM Credit of compliance withbefore such Seller's Applicable Closing Date, the following conditions precedentfollowing, each (unless otherwise indicated) dated such Seller's Applicable Closing Date, and each in form, substance and date reasonably satisfactory to the Buyer and the Administrative Agent:
(Aa) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies A copy of the resolutions of such Seller's board of directors, board of managers, general partners or analogous Persons of such Seller approving the Board of Directors of Customer Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by a Responsible Officer of such Seller;
(b) A good standing certificate for such Seller issued as of a recent date by the secretary or assistant secretary Secretary of Customer authorizing State of the execution, delivery and performance state of this Agreement and each Other Agreement executed and delivered in connection herewith, its formation;
(iic) a A certificate of the secretary or an assistant secretary a Responsible Officer of Customer, in form and substance satisfactory to IBM Credit, such Seller certifying the names and true signatures of the officers of Customer officers, partners, managers or members authorized on such Seller's behalf to sign this Agreement the Transaction Documents to be delivered by it, on which certificate the Buyer and the Other Agreements Servicer (if the Servicer is not such Seller) may conclusively rely until such time as the Buyer and the Servicer shall receive from such Seller a revised certificate meeting the requirements of this subsection (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customerc);
(Cd) certificates dated as Recently certified copies of such Seller's Organic Document or a certificate of a recent Responsible Officer that there have been no changes therein since the date from of the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do businessExisting Agreement;
(De) copies Copies of all approvals the proper financing statements (Form UCC-1 or UCC-3) necessary to continue the perfection of the Liens under the Existing Agreement and consents from any Person, give effect to the amendments embodied in this Agreement;
(f) Evidence (i) of the execution and delivery by each case in form of the parties thereto of each of the other Transaction Documents to be executed and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required delivered in connection with, herewith and (aii) that each of the conditions precedent to the execution, delivery or performance and effectiveness of this Agreement and each of such other Transaction Documents has been satisfied to the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsBuyer's satisfaction;
(Eg) a lockbox agreement executed by Customer and each Bank, An opinion and/or reliance letter of such Seller's counsel covering the matters referenced in form and substance satisfactory to IBM Credit;Exhibit 5.1
(Fh) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.and Security Agreement, and
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the 17 good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Working Capital Financing Agreement (Ameriquest Technologies Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer each Loan Party and IBM Credit;
(B) a favorable opinion of counsel for Loan Parties in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of each Loan Party , substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) each Loan Party is duly organized under the laws of the State of its organization or incorporation and has its principal place of business as stated therein, (ii) each Loan Party is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation, or corresponding organizational documents, as applicable, and by-laws of each Loan Party are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by each Loan Party's Board of Directors of Customer certified or, if a Loan Party is a limited liability company, by the secretary or assistant secretary of Customer such Loan Party's authorized members, authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer each Loan Party authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer each Loan Party in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) Congress Intercreditor Agreement, in form and substance satisfactory to IBM Credit, executed by IBM Credit, IBM Belgium Financial Services N.V., and Congress and acknowledged by Borrower, Holdings, PFS and PFSweb;
(F) the preliminary consolidating Financial Statements of Borrower, Holdings and PFSweb for fiscal year ended December 31, 2001 in form and substance satisfactory to IBM Credit in its sole discretion;
(G) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer each Loan Party to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EH) a lockbox agreement amended and restated notes payable subordination executed by Customer and each Bank, PFS in favor of IBM Credit in form and substance satisfactory to IBM Credit in its sole discretion ("Amended and Restated Notes Payable Subordination Agreement");
(I) Subordinated Demand Note in the amount of Six Million Five Hundred Thousand Dollars ($6,500,000) executed by Borrower and endorsed payable to IBM Credit;
(FJ) a contingent blocked account agreement amended and restated collateralized guaranties executed by Customer each of Holdings and each Bank PFS in favor of IBM Credit in form and substance satisfactory to IBM CreditCredit in its sole discretion;
(GK) intercreditor agreements ("Intercreditor Agreement"), amended and restated corporate guaranty executed by PFSweb in favor of IBM Credit in form and substance satisfactory to IBM Credit, executed Credit in its sole discretion.
(L) the amended and restated pledge by Holdings of one hundred percent (100%) of the stock of its Domestic Subsidiaries and sixty-five percent (65%) of the stock of each other secured creditor of Customer as set forth its Subsidiaries incorporated outside the USA (the "Holdings Stock Pledge Agreement") along with undated stock powers and stock certificates with respect to the shares of stock pledged in Attachment Aform and substance satisfactory to IBM Credit in its sole discretion;
(HM) a favorable opinion acknowledgment executed by PFS pursuant to Section 9-313(C) of counsel for Customer the U.C.C. which acknowledgment shall be in substantially the form of Attachment Iand substance satisfactory to IBM Credit in its sole discretion;
(IN) the Notice of Assignment as defined in Section 9.3(A)(ii) executed by PFS in form and substance satisfactory to IBM Credit in its sole discretion;
(O) the Collateral Assignment of Intercompany Note and Liens dated the date hereof between the Borrower and IBM Credit;
(P) IBM's consent to the Borrower assigning all of its right, title, and interest in and to the IBM Agreement as Collateral to secure the payment of all Obligations of Borrower to IBM Credit;
(Q) absence of any material adverse change in any Loan Party's or any Guarantor's condition (financial or otherwise), its operations, assets, income and/or prospects;
(R) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer each of Holdings, PFS and each guarantor whose guaranty the Borrower as necessary to IBM Credit is intended perfect the security interests contemplated by Section 4.1 of this Agreement and contemplated under the amended and restated collateralized guaranties referred to be secured by a pledge of its assetsabove;
(JS) control or other agreements for all other deposit accounts, letter-of-credit rights, electronic chattel paper, inventory in the possession of third parties;
(T) all securities and commodities accounts containing investment property described in Attachment B;
(U) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and;
(KV) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to a certified copy of the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.organization chart of Loan Parties;
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iiiii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(GD) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IE) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(JF) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KG) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory Financing Agreement (Compucom Systems Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of this Agreement IBM Credit to make its initial Advances is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:documents (all of which have been received or waived in writing by IBM Credit):
(A) this Agreement executed and delivered by Customer and IBM CreditUSA Customer;
(B) a favorable opinion of counsel for USA Customer in substantially the form of Attachment F;
(C) a certificate of the secretary or an assistant secretary of USA Customer, substantially in the form and substance of Attachment G hereto, certifying that, among other items, (i) such Customer is a corporation organized under the laws of the jurisdiction of its incorporation and has its principal place of business as stated therein, (ii) such Customer is registered to conduct business in specified states or provinces and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws or similar constitutional documents of such Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the such Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewithherewith to which such Customer is a party, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of such Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of USA Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Creditthe Lenders, which are required to enable USA Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM CreditDocuments;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM CreditLenders, executed by each other perfected secured creditor of Customer as set forth in Attachment AUSA Customer;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IG) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by USA Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by Guarantor incorporated in a pledge state of its assetsUSA;
(JH) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B;
(I) the pledges by the USA Customer of the stock of its Domestic Subsidiaries and Sixty Six percent (66%) of the stock of each of its Subsidiaries incorporated outside the USA (the "Stock Pledge Agreement");
(J) a collateralized guaranty ~by the Domestic Subsidiaries of USA Customer; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit Lenders shall have reasonably requested.
Appears in 1 contract
Samples: Term and Revolving Credit Agreement (Applied Digital Solutions Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of this Agreement IBM Credit to make its initial Advances is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:documents (all of which have been received or waived in writing by IBM Credit):
(A) this Agreement executed and delivered by Customer and IBM CreditUSA;
(B) a favorable opinion of counsel for USA Customer in substantially the form of Attachment E;
(C) a certificate of the secretary or an assistant secretary of USA Customer, substantially in the form and substance of Attachment F hereto, certifying that, among other items, (i) such Customer is a corporation organized under the laws of the jurisdiction of its incorporation and has its principal place of business as stated therein, (ii) such Customer is registered to conduct business in specified states or provinces and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws or similar constitutional documents of such Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the such Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewithherewith to which such Customer is a party, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of such Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of USA Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Creditthe Lenders, which are required to enable USA Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM CreditDocuments;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM CreditLenders, executed by each other perfected secured creditor of USA Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IG) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by USA Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by Guarantor incorporated in a pledge state of its assetsUSA;
(JH) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B;
(I) the pledges by the USA Customer of the stock of its Domestic Subsidiaries and Sixty Six percent (66%) of the stock of each of its Subsidiaries incorporated outside the USA (the "Stock Pledge Agreement");
(J) a collateralized guaranty by the Domestic Subsidiaries of USA Customer; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit Lenders shall have reasonably requested.
Appears in 1 contract
Samples: Term and Revolving Credit Agreement (Applied Digital Solutions Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall become effective and the obligation of this Agreement each Lender to make available Advances hereunder is subject to, in addition to the receipt by IBM Credit ofconditions precedent in Section 6.04, the condition that the Administrative Agent and each Lender shall be satisfied with, or waiver in writing by IBM Credit of compliance withthe Borrowers shall have delivered to the Administrative Agent, as the case may be, the following conditions precedentin form, substance and dated as of a date satisfactory to the Administrative Agent and its counsel and in such number of copies as may be reasonably requested by the Administrative Agent:
(A1) this Agreement executed and delivered by Customer and IBM Credit;
(B) a certified copy of (i) copies partnership agreements, other charter documents and by-laws (or equivalent governing documents) of each Loan Party and Limited Recourse Guarantor (together with all amendments thereto); (ii) the resolutions of the Board board of Directors of Customer certified by the secretary directors (or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (iiany duly authorized committee or other governing body thereof) a certificate or of the secretary shareholders, as the case may be, of the general partners of the Borrowers and of each other Loan Party and Limited Recourse Guarantor approving the borrowing and other matters provided for in this Agreement, the Guarantee and Security Confirmation, and approving the entering into of all other Credit Documents to which they are a party and the completion of all transactions contemplated thereunder (including, where required, the pledge of Equity Securities thereunder); (iii) all other instruments evidencing necessary corporate, company or an assistant secretary partnership action of Customer, in form each Loan Party and substance satisfactory Limited Recourse Guarantor and of any required Authorization with respect to IBM Credit, certifying such matters; and (iv) the names and true signatures of the its officers of Customer authorized to sign this Agreement Agreement, the Guarantee and Security Confirmation and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified other Credit Documents manually or by the secretary or assistant secretary of Customermechanical means;
(C2) certificates dated as a certificate of a recent date from the Secretary of State or other appropriate authority evidencing the status, compliance, good standing of Customer or like certificate with respect to each Loan Party and Limited Recourse Guarantor issued by the appropriate Government Authority in the jurisdiction of its organization formation;
(3) execution and delivery of this Agreement by each of the parties hereto, including for greater certainty each of (i) the Borrowers, (ii) the Guarantors and (iii) the Lenders;
(4) execution and delivery of an acknowledgement and confirmation of guarantee and security by each of the Loan Parties and the Limited Recourse Guarantors (the “Guarantee and Security Confirmation”);
(5) evidence of amendments to existing registration, in the necessary jurisdictions of the Encumbrances or notice thereof in favour of the Administrative Agent on behalf of the Lenders, the Hedge Lenders and the Service Lenders, as required under Law, created by the Security Documents in order to preserve or protect such Encumbrances or other arrangements for effecting such registrations acceptable to the Administrative Agent, together with all searches necessary in connection herewith;
(6) all Fees and expenses (including the reasonable legal fees and disbursements of Torys LLP, then due and payable under the Credit Documents shall have been paid in full in the applicable currency, or in the case of the legal fees, the Administrative Agent, in its sole discretion, shall be satisfied with arrangements for the payment of such Fees and expenses;
(7) favourable opinions of counsel to the Loan Parties and the Limited Recourse Guarantors in the jurisdiction of formation of such Loan Party or Limited Recourse Guarantors and in each other jurisdiction where specified by the ownership Administrative Agent as is relevant to confirm, inter alia, corporate existence, good standing, due authorization, execution and enforceability of the Credit Documents entered into on the Effective Date, and the validity, creation and perfection (or lease continuance thereof) of its property or the conduct of its business requires it to qualify to do businessEncumbrances created by the applicable Credit Documents;
(D) copies of all approvals 8) the representations and consents from any Person, warranties set out in each case in form Article 7 shall be true and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) correct on the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsEffective Date;
(E9) a lockbox agreement executed by Customer no Default or Event of Default shall have occurred and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment Bcontinuing; and
(K10) all such other statements, certificates, documents, instruments, financing statements, agreements documentation and other information with respect required by them under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (referred to in the matters contemplated by this Agreement as IBM Credit shall have reasonably requesteddefinition of Anti-Terrorism Laws).
Appears in 1 contract
Samples: Credit Agreement (Vail Resorts Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) a favorable opinion of counsel for Customer in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of Customer, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) Customer is duly organized under the laws of the State of its organization or incorporation and has its principal place of business as stated therein, (ii) Customer is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation, or corresponding organizational documents, as applicable, and by-laws of Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the Customer's Board of Directors of or, if Customer certified is a limited liability company, by the secretary or assistant secretary of Customer Customer's authorized members, authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) Guaranties, in form and substance acceptable to IBM Credit, from each domestic Subsidiary of Customer or Datatec Systems, Inc., other than xXxxxxx.xxx, Inc.;
(K) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KL) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory and Working Capital Financing Agreement (Datatec Systems Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to satisfaction of the receipt by IBM Credit ofconditions precedent that the Agent shall have received, or waiver in writing by IBM Credit of compliance withon the Effective Date, the following conditions precedentfollowing, each dated the Effective Date unless otherwise indicated, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:
(Aa) this Agreement This Agreement, duly executed and delivered by Customer the Borrower, in form and IBM Credit;substance satisfactory to the Agent and the Lenders.
(Bb) The Notes to the order of the Lenders.
(c) Certified copies of (i) copies of the resolutions of the Board of Directors of Customer certified by each Loan Party approving the secretary or assistant secretary of Customer authorizing the executionLoan Documents to which it is a party, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) all documents evidencing other necessary corporate action and required governmental and third party approvals, licenses and consents with respect to each Loan Document and the transactions contemplated thereby.
(d) A copy of the articles or certificate of incorporation of each Loan Party certified as of a recent date by the Secretary of State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party, and a copy of the certificate of incorporation and the By-Laws of each Loan Party certified as of the Effective Date by the Secretary or an Assistant Secretary of each such Loan Party.
(e) A certificate of the secretary Secretary or an assistant secretary Assistant Secretary of Customer, in form and substance satisfactory to IBM Credit, each Loan Party certifying the names and true signatures of the officers each officer of Customer such Loan Party who has been authorized to sign this execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party.
(f) A Subsidiary Guaranty, duly executed by EBWVA.
(g) The Amended and Restated Security Agreement duly executed by the Borrower and each Guarantor together with:
(i) acknowledgment copies or other evidence satisfactory to the Other Agreements Agent of proper financing statements (Form UCC-1) (the "FINANCING STATEMENTS") duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the Lien created by such Security Agreement,
(ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing the Financing Statements referred to in paragraph (i) above and all other effective financing statements which name any Loan Party (under its present name and or previous name) as debtor and which are filed in the jurisdictions referred to in said paragraph (i) above, together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by such Amended and Restated Security Agreement except as otherwise permitted by the Loan Documents); and
(iii) evidence that the insurance required by the terms of the Collateral Documents and by Section 6.4 is in full force and effect.
(h) Schedule II to the Borrower Pledge Agreement duly executed by the Borrower, together with the certificates evidencing the Pledged Shares referred to therein, accompanied by appropriate executed stock powers endorsed in blank.
(i) Mortgages, duly executed and acknowledged by each Loan Party an owner thereof.
(j) Executed copies of financing statements in appropriate form for filing under the articles Uniform Commercial Code of incorporation and by-laws of Customer certified each jurisdiction as may be necessary to perfect the security interests purported to be created by the secretary or assistant secretary of Customer;Collateral Documents.
(Ck) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a A favorable opinion of counsel for Customer Jonex, Xxy, Reavxx & Xogux, xxunsel to the Loan Parties, in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer EXHIBIT J, and each guarantor whose guaranty as to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statementsmatters as any Lender or Issuer through the Agent may reasonably request, certificates, documents, instruments, financing statements, agreements and other information together with a copy of the opinion rendered by such firm with respect to the enforceability of the Securitization Documents and related matters contemplated accompanied by this Agreement as IBM Credit shall have reasonably requesteda letter to the effect that the Agent, the Lenders and the Issuer may rely thereon.
(l) A certificate, signed by a Responsible Officer of the Borrower, stating that each of the conditions specified in Sections 3.2(a), (b), (c) and (d) and 3.3
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness obligation of this Agreement IBM Credit to make its initial Advances is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedentdocuments:
(A) this Agreement executed and delivered by Customer and IBM CreditUSA ;
(B) a favorable opinion of counsel for USA Customer in substantially the form of Attachment E;
(C) a certificate of the secretary or an assistant secretary of USA Customer, substantially in the form and substance of Attachment F hereto, certifying that, among other items, (i) such Customer is a corporation organized under the laws of the jurisdiction of its incorporation and has its principal place of business as stated therein, (ii) such Customer is registered to conduct business in specified states or provinces and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws or similar constitutional documents of such Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the such Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewithherewith to which such Customer is a party, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of such Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of USA Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Creditthe Lenders, which are required to enable USA Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM CreditDocuments;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM CreditLenders, executed by each other perfected secured creditor of USA Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IG) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by USA Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by Guarantor incorporated in a pledge state of its assetsUSA;
(JH) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B;
(I) the pledges by the USA Customer of the stock of its Domestic Subsidiaries and Sixty Six percent (66%) of the stock of each of its Subsidiaries incorporated outside the USA (the "Stock Pledge Agreement");
(J) a collateralized guaranty by the Domestic Subsidiaries of USA Customer; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit Lenders shall have reasonably requested.
Appears in 1 contract
Samples: Term and Revolving Credit Agreement (Applied Cellular Technology Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is and the obligation of each Lender to make any Loan requested to be made by it on the Effective Date, and the obligation of each Issuing Bank to issue and of each Lender to participate in any Letter of Credit on the Effective Date, shall be subject to the receipt by IBM Credit of, satisfaction on or waiver in writing by IBM Credit before the Effective Date of compliance with, all of the following conditions precedent:
(Aa) The Administrative Agent shall have received:
(i) counterparts of this Agreement executed and delivered signed by Customer and IBM Crediteach of the parties hereto;
(Bii) the Notes, signed by each Borrower;
(iiii) copies counterparts of the resolutions Contribution Agreement, signed by each Person that is a Guarantor as of the Board Effective Date;
(iv) a certificate, dated the Effective Date, signed by a Financial Officer of Directors Anixter to the effect set forth in Section 4.02(b);
(v) all documents the Administrative Agent may reasonably request relating to the existence or good standing of Customer certified by AXE, Anixter or any Borrowing Subsidiary, the secretary or assistant secretary corporate power and authority of Customer authorizing any such party to enter into, and the executionvalidity of, delivery and performance of this Agreement and each Other Agreement executed the other Loan Documents, and delivered in connection herewithany other matters relevant hereto, (ii) a certificate of the secretary or an assistant secretary of Customer, all in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerAdministrative Agent;
(Cvi) certificates dated as opinions of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer Mayex, Xxowx & Xlatx, xxunsel for Anixter, John X. Xxx, xxunsel for Anixter, and Bakex & XcKexxxx, xxunsel for Anixter International N.V./S.A., substantially in the jurisdiction forms of its organization Exhibits M-1, X-0 xxx X-0 xxxeto, respectively, dated the Effective Date and in each other jurisdiction where covering such additional matters relating to the ownership or lease of its property or transactions contemplated hereby as the conduct of its business requires it Requisite Lenders may reasonably request (and Anixter instructs Mayex, Xxowx & Xlatx, Xxxx X. Xxx and Bakex & XcKexxxx xx deliver such opinions to qualify to do businessthe Administrative Agent and the Lenders);
(Dvii) copies of all any governmental and third party approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, necessary or required advisable in connection with, (a) with the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment Btransactions contemplated hereby; and
(Kviii) all an opinion of Sidley & Austin, counsel for the Administrative Agent, substantially in the form of Exhibit N hereto, dated the Effective Date and covering such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect matters relating to the matters transactions contemplated by this Agreement hereby as IBM Credit shall have the Administrative Agent may reasonably requestedrequest (and the Administrative Agent instructs Sidley & Austin to deliver such opinion to the Lenders).
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness This Agreement shall become effective when and only when the following conditions precedent shall have been satisfied (the “Second Restatement Effective Date”):
(a) the Administrative Agent shall have received counterparts of this Agreement is subject to executed by each Borrower, all of the receipt by IBM Credit of, or waiver in writing by IBM Credit Lenders and each Agent and all of compliance with, the following conditions precedent:
documents, each such document (Aunless otherwise specified) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies dated as of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance date of this Agreement (as amended and restated) and in sufficient copies for each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of CustomerLender, in form and substance satisfactory to IBM Credit, the Administrative Agent:
(i) a certificate of the Secretary or an Assistant Secretary or General Counsel of each Borrower certifying the names and true signatures of the officers of Customer such Borrower authorized to sign this Agreement Agreement, the New Notes and the Other Agreements other documents to be delivered hereunder;
(ii) A Master Assignment and Acceptance Agreement, duly executed by each Borrower, each Purchasing Lender and each Transferor Lender (each as defined in the Master Assignment and Acceptance Agreement) thereunder;
(iii) certified copies of the articles estatutos sociales of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customereach Borrower;
(Civ) certificates dated as certified copies of a recent date from powers-of-attorney, in form and substance satisfactory to the Secretary Administrative Agent, granted to the persons acting on behalf of State or other appropriate authority evidencing each Borrower in connection with the good standing execution and delivery of Customer in this Agreement, the jurisdiction of its organization New Notes, and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do businessMaster Assignment and Acceptance Agreement;
(Dv) a schedule in form and substance satisfactory to the Lenders setting forth the assets of each Borrower on which there is any Lien securing obligations of any Person;
(vi) a favorable opinion of the General Counsel for Grupo Imsa, S.A. de C.V. in substantially the form of Exhibit E of this Agreement;
(vii) a favorable opinion of Shearman & Sterling LLP, United States counsel for the Administrative Agent, in form and substance satisfactory to the Agents;
(viii) a favorable opinion of Xxxxx, Xxxxxxx x Xxxxxxx, S.C., Mexican counsel for the Administrative Agent in substantially the form of Exhibit F to this Agreement;
(ix) a letter from the Process Agent, dated the Second Restatement Effective Date, agreeing to act as Process Agent and certified copies of all approvals powers-of-attorney, in form and consents from any Personsubstance satisfactory to the Lenders, granted by each Borrower to CT Corporation System to act as Process Agent; and
(x) such other certificates and other documents as the Lenders through the Administrative Agent may reasonably request.
(b) The Administrative Agent shall have received new Notes payable to the order of each Lender, respectively, in the amount of its Commitment and maturing on March 15, 2009 (the “New Notes”), in each case in form and substance satisfactory to IBM Creditit.
(c) On the Second Restatement Effective Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of each Borrower, dated the Second Restatement Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Second Restatement Effective Date, other than any such representations or warranties that, by their terms, refer to a specific date other than the Second Restatement Date, in which are required to enable Customer to authorizecase, as of such specific date.
(ii) No Default has occurred and is continuing.
(d) There shall have occurred no Material Adverse Change since December 31, 2002 or required any material adverse change since December 31, 2002 in connection with, (a) the execution, delivery or performance loan syndication markets affecting Mexican facilities of the same type as this Agreement. The effectiveness of this Agreement and each is conditioned upon the accuracy of the Other Agreements, and (b) factual matters described herein. Until the legality, validity, binding effect or enforceability of this Agreement and each occurrence of the Other Agreements;
(E) a lockbox agreement executed by Customer Second Restatement Effective Date, the First Amended and each Bank, in form Restated Credit and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended Security Agreement shall continue to be secured by a pledge of in effect, as in effect prior to its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements amendment and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requestedrestatement hereby.
Appears in 1 contract
Samples: Credit and Security Agreement (Grupo Imsa Sa De Cv)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of the following documents, certificates, opinions and instruments to the satisfaction of, or waiver in writing by IBM Credit of compliance with, the following conditions precedentprecedent set forth below:
(A) this Agreement executed and delivered by Customer each Credit Party and IBM Credit;
(B) a favorable opinion of counsel for each Credit Party in substantially the form of Attachment G;
(C) a certificate of the secretary or an assistant secretary of each Credit Party, substantially in the form and substance of Attachment H hereto, certifying that, among other items, (i) such Credit Party is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) such Credit Party is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws of such Credit Party are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and completed copy of the resolution adopted by the such Credit Party's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer such Credit Party authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer each Credit Party in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer each Credit Party to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement agreement(s) executed by Customer each Credit Party and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement agreement(s) executed by Customer each Credit Party and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements agreement(s) ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer each Credit Party as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer , or otherwise in substantially the form of Attachment Iand substance satisfactory to IBM Credit;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer each Credit Party and each guarantor other Guarantor whose guaranty Guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and;
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested; and
(L) Customer shall have repaid to IBM Credit the remaining obligations due IBM Credit under the terms of the Amendment to the Revolving Credit Agreement, dated August 1, 2000.
Appears in 1 contract
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit fulfillment of compliance with, the following conditions precedent:
(Aa) this Agreement executed The Administrative Agent shall have received, on or before the Closing Date, the following, in form and delivered by Customer substance satisfactory to each Lender (except where otherwise specified below) and IBM Credit;(except for any Promissory Notes) in sufficient copies for each Lender:
(B) (i) Certified copies of the resolutions of the Board of Directors, or of the Executive Committee of the Board of Directors (or persons performing similar functions), of Customer each Loan Party authorizing each such Loan Party to enter into each Loan Document to which it is, or is to be, a party, and of all documents evidencing other necessary corporate or other action and Governmental Approvals, if any, with respect to each such Loan Document.
(ii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names, true signatures and incumbency of (A) the officers of such Loan Party authorized to sign the Loan Documents to which it is, or is to be, a party, and the other documents to be delivered hereunder and thereunder and (B) the representatives of such Loan Party authorized to sign notices to be provided under the Loan Documents to which it is, or is to be, a party, which representatives shall be acceptable to the Administrative Agent.
(iii) Copies of the Certificate of Incorporation and by-laws (or comparable constitutive documents) of each Loan Party, together with all amendments thereto, certified by the secretary Secretary or assistant secretary an Assistant Secretary of Customer authorizing each such Loan Party.
(iv) Good Standing Certificates (or other similar certificate) for each of the executionLoan Parties, delivery and performance issued by the Secretary of this Agreement State of the jurisdiction of organization of each such Loan Party as of a recent date.
(v) The Guaranty, duly executed by each Guarantor.
(vi) The Pledge Agreements, duly executed by the Borrowers and each Other Agreement Grantor, as applicable.
(vii) The Cash Collateral Agreement, duly executed and delivered in connection herewith, by each Borrower.
(iiviii) a certificate A certified copy of the secretary or an assistant secretary of CustomerSchedule I hereto, in form and substance reasonably satisfactory to IBM Creditthe Administrative Agent setting forth:
(A) all Project Finance Debt of the Company and the Consolidated Subsidiaries, as of March 31, 2005; and
(B) debt (as such term is construed in accordance with GAAP) of the Loan Parties as of March 31, 2005.
(ix) A certificate, executed by a duly authorized officer of Enterprises, certifying that as of March 31, 2005 (on a pro forma basis giving effect to the names and true signatures transfer by Enterprises to the Company of the officers membership interests of Customer CMS Capital) Enterprises was in compliance with the requirements of Section 4.4 of the AIG Pledge Agreement (which certificate shall set forth in reasonable detail the calculations upon which Enterprises determined such compliance).
(x) Favorable opinions of: (A) Belinda Foxworth, Esq., Deputy General Counsel of the Company and xxxxxxx xxx xxx other Loan Parties, in substantially the form of Exhibit C and as to such other matters as the Required Lenders, through the Administrative Agent, may reasonably request and (B) Sidley Austin Brown & Wood LLP, special counsel to the Administrative Agxxx, xx xxxxtanxxxxly the form of Exhibit D.
(xi) Duly executed copies of a Reaffirmation in the form of Attachment A attached hereto from each of the Company's Subsidiaries identified thereon.
(b) The following statements shall be true and the Administrative Agent shall have received a certificate of a duly authorized to sign officer of each Borrower, dated the Closing Date and in sufficient copies for each Lender stating that:
(i) the representations and warranties set forth in Section 7.01 of this Agreement are true and correct with respect to such Borrower on and as of the Other Agreements Closing Date as though made on and as of such date,
(ii) no event has occurred and is continuing that constitutes a Default or an Event of Default, and
(iii) copies all Governmental Approvals necessary in connection with the Loan Documents and the transactions contemplated thereby and the continuing operations of such Borrower and its Subsidiaries have been obtained and are in full force and effect, and all third party approvals necessary or advisable in connection with the Loan Documents and the transactions contemplated thereby and the continuing operations of such Borrower and its Subsidiaries have been obtained and are in full force and effect, other than filings necessary to create or perfect security interests in the Collateral or as may be required under applicable energy, antitrust or securities laws in connection with the exercise of remedies with respect to certain Collateral.
(c) The Administrative Agent shall have received evidence satisfactory to it that all financing statements relating to the Collateral have been completed for filing or recording and/or filed, and all certificates representing capital stock or other ownership interests included in the Collateral (including, without limitation, certificates, if any, representing the capital stock or other ownership interests identified on Schedule II hereto) have been delivered to the Collateral Agent (with duly executed stock powers).
(d) The Borrowers shall have paid, on or before the Closing Date, all fees under or referenced in Section 2.02(b) and all expenses referenced in Section 11.04(a), in each case to the extent due and payable as of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;Closing Date.
(Ce) certificates dated as The Administrative Agent shall have received each of a recent date from the Secretary of State following on or other appropriate authority evidencing before the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any PersonClosing Date, in each case in form and substance satisfactory to IBM Creditit with sufficient copies for each Lender:
(i) A certificate, which are required executed by the chief executive officer and the chief financial officer of the Company and Consumers, as applicable, in favor of the Agents and the Lenders with respect to enable Customer to authorize, or required the financial statements described in connection withSections 7.01(e)(i), (aii), (iii) the execution, delivery or performance of this Agreement and each (iv) certifying that such financial statements have been prepared in accordance with GAAP and are true and correct as of the Other Agreements, and (b) the legality, validity, binding effect or enforceability date of this Agreement and each of the Other Agreementssuch certificate;
(Eii) a lockbox agreement executed by Customer and each Bank, Copies of the financial statements described in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"Sections 7.01(e)(i), in form (ii), (iii) and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment Biv); and
(Kiii) all such other statementsCopies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit 2004.
(f) The Administrative Agent shall have reasonably requestedreceived evidence satisfactory to it that on the Closing Date all "Letters of Credit" under (and as defined in) the Existing Credit Agreement shall constitute Transitional Letters of Credit hereunder and all "Loans" under (and as defined in) the Existing Credit Agreement and all other amounts due under the Existing Credit Agreement have been paid in full by the Company.
Appears in 1 contract
Samples: Credit Agreement (CMS Energy Corp)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) a favorable opinion of counsel for Customer in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of each of Customer and Parent, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) copies each is duly organized under the laws of the resolutions State of its organization or incorporation and has its principal place of business as stated therein, (ii) each is registered to conduct business in specified states and localities, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by each of Customer's and Parent's Board of Directors of Customer certified by the secretary or assistant secretary of Customer Customer's and Parent's authorized members, authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer and Parent authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer and Parent in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property Property or the conduct of its business requires it to qualify to do businessbusiness or if not available on the closing date, such absence could not reasonably be expected to have a Material Adverse Effect. Customer and Parent agree to provide such certificates (as set forth on Schedule 5.1(D)) no later than thirty (30) days from the Closing Date;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM CreditDocuments;
(F) a contingent blocked account agreement executed by Customer collateralized guaranties from each of En Pointe Technologies, Inc. and each Bank in form and substance satisfactory to IBM CreditEn Pointe Technologies Ventures, Inc.;
(G) intercreditor agreements acknowledgment by Parent that, as of the Closing Date, IBM Credit will no longer provide A/R Advances ("as defined in the Parent IWCF) or issue transaction approvals for Product Advances under the Parent IWCF;
(H) evidence that all Indebtedness of Parent thereunder has been paid in full except for Product Advances for which the Free Financing Period has not expired;
(I) Foothill Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment AIBM Credit and Foothill and acknowledged by Customer;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IJ) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed executed, if requested by IBM Credit, by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(JK) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KL) all such other statements, certificates, documents, instruments, financing statements, agreements agreements, records and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory Financing Agreement (En Pointe Technologies Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;:
(B) a favorable opinion of counsel for Customer in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of Customer, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) Customer is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) Customer is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws of Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;Documents:
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;:
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements ("Intercreditor Agreement"'), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Financing Agreement (Emtec Inc/Nj)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each of the Other Agreement Documents executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, Bank in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment IH;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and;
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested;
(L) guaranties, in form and substance satisfactory to IBM Credit, duly executed by the following entities: Intelligent Electronics, Inc.("IE") Intelevest Holdings, Inc. Intelligent Advanced Systems, Inc. Intelligent Distribution Services, Inc. Intelligent Express, Inc. Intelligent SP, Inc. Intelligent Systems Group, Inc. Intellinet, Ltd. RND, Inc. The Future Now, Inc. XLSource, Inc. E-C Computer Technical Services, Inc. RCK Computers, Inc.; and (M) trademark security agreements, in form and substance satisfactory to IBM Credit, assigning all trademarks owned by Customer from time to time to IBM Credit.
Appears in 1 contract
Samples: Inventory and Working Capital Financing Agreement (Xlconnect Solutions Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements Documents and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance substances satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment IH;
(I) UCC-1 CCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(K) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory and Working Capital Financing Agreement (Litronic Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) a favorable opinion of counsel for Customer in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of Customer, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) Customer is duly organized under the laws of the State of its organization or incorporation and has its principal place of business as stated therein, (ii) Customer is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation, or corresponding organizational documents, as applicable, and by-laws of Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by the Customer's Board of Directors of or, if Customer certified is a limited liability company, by the secretary or assistant secretary of Customer Customer's authorized members, authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) Guaranties, in form and substance acceptable to IBM Credit, from each domestic Subsidiary of Customer or Datatec Systems, Inc., other than eDeploy.com, Inc.;
(K) the statements, certificates, documentsxxxxxxxxx, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KL) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory and Working Capital Financing Agreement (Datatec Systems Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt satisfaction of, or waiver by IBM Credit of, or waiver in writing by IBM Credit Credit's receipt of compliance with, the following conditions precedentand each of the following being in full force and effect:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) the Note executed and delivered by Customer;
(C) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, Customer in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of Customer;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, Person in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (ai) the execution, delivery or performance of this Agreement and each of the Other Agreements, Agreements and (bii) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(EF) a lockbox agreement executed by Customer and each its Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by Customer and each Bank favorable opinion of counsel for Customer, in form and substance satisfactory to IBM Credit;
(H) the Trademark Security Agreement executed and delivered by Customer substantially in the form annexed hereto as Attachment E;
(I) the Copyright Security Agreement executed and delivered by Customer substantially in the form annexed hereto as Attachment F;
(J) the Patent Security Agreement executed and delivered by Customer; substantially in the form annexed hereto as Attachment G;
(K) intercreditor agreements UCC-1 Financing Statements for each jurisdiction requested by IBM Credit executed by Customer;
(L) an Acknowledgment of Payment and Termination Agreement executed by Venture Banking Group, a division of Cupertino National Bank ("Intercreditor AgreementVenture"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(HM) a favorable opinion UCC-3 Termination Statements from Venture terminating any and all security interest which it may have in any of counsel for the Collateral and any other documentation required to terminate Venture's security interest in any and all of the Patents, Trademarks and Copyrights;
(N) the Warrant Agreement executed and delivered by Customer substantially in substantially the form of annexed hereto as Attachment H;
(O) the First Amendment to the Registration Rights Agreement executed and delivered by Customer, substantially in the form annexed hereto as Attachment I;
(IP) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty a list of :
(i) all creditors possessing a security interest or Lien on accounts receivable which creditors shall be required to terminate their UCC filings: and
(ii) all creditors possessing a security interest or Lien on any of the Collateral which is superior to IBM Credit is intended Credit's security interest in such Collateral; such creditors will be required to be secured by a pledge of its assetsexecute an Intercreditor Agreement ;
(J) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KQ) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested., including, but not limited to those specified in Attachment A.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Netobjects Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by each Customer and IBM Credit;
(B) a favorable opinion of counsel for each Customer, each in substantially the form of Attachment H except that such opinion of counsel need not be furnished to IBM Credit to satisfy the definition of Closing Date but must be delivered within 90 days after the Closing Date;
(C) a certificate of the secretary or an assistant secretary of each Customer, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) each Customer is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) each Customer is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation and by-laws of each Customer are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by each Customer's Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of each Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable each Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EF) a lockbox agreement executed by each Customer and each Bank, in form and substance satisfactory to IBM Credit;
(FG) a contingent blocked account agreement executed by each Customer and each Bank in form and substance satisfactory to IBM Credit;
(GH) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer the Customers as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(I) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by each Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(J) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by each Customer as necessary to perfect the security interests contemplated by Section 4.3 of this Agreement.
(K) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B;
(L) any fees specified in Attachment A as additional Conditions Precedent; and
(KM) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory and Working Capital Financing Agreement (Savoir Technology Group Inc/De)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer and IBM Credit;
(B) (i) copies of the resolutions of the Board of Directors of Customer certified by the secretary or assistant secretary of Customer authorizing the execution, delivery and performance of this Agreement and each Other Agreement executed and delivered in connection herewith, (ii) a certificate of the secretary or an assistant secretary of Customer, substantially in the form and substance satisfactory acceptable to IBM Credit, certifying that, among other items, (i) Customer is a corporation organized under the laws of the State of its incorporation and has its principal place of business as stated therein, (ii) Customer is registered to conduct business in specified states and localities, and (iii) the names and true signatures of the officers of Customer authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(C) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(D) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other Agreements, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM Credit;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("Intercreditor Agreement"), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IE) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(JF) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KG) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Agreement for Inventory Financing (Pc Connection Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer each Loan Party and IBM Credit;
(B) a favorable opinion of counsel for Loan Parties in substantially the form of Attachment H;
(C) a certificate of the secretary or an assistant secretary of each Loan Party, substantially in the form and substance of Attachment I hereto, certifying that, among other items, (i) each Loan Party is duly organized under the laws of the State of its organization or incorporation and has its principal place of business as stated therein, (ii) each Loan Party is registered to conduct business in specified states and localities, (iii) true and complete copies of the resolutions articles of incorporation, or corresponding organizational documents, as applicable, and by-laws of each Loan Party are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (iv) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by each Loan Party's Board of Directors of Customer certified or, if a Loan Party is a limited liability company, by the secretary or assistant secretary of Customer such Loan Party's authorized members, authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiv) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of Customer each Loan Party authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of Customer each Loan Party in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) a certified copy of the fully executed Daisytek Stock Purchase Agreement by and among Daisytek, PFS, and Borrower in form and substance satisfactory to IBM Credit in its sole discretion;
(F) the Borrower shall have acquired all of the stock of the BSD Companies and BSD shall have merged into the Borrower with the Borrower being the surviving entity;
(G) a certified copy of the Merger Documents in form and substance satisfactory to IBM Credit in its sole discretion;
(H) an opinion of counsel in form and substance satisfactory to IBM Credit and from counsel satisfactory to it which opinion shall include, without limitation, an opinion hat (i) the Daisytek Stock Purchase Agreement and related documents are legal, valid, binding and enforceable obligations of the parties thereto, (ii) the Acquired Accounts are free of all liens, security interests and encumbrances and (iii) IBM Credit has a first perfected priority security interest in such Acquired Accounts;
(I) the consolidated Financial Statements of Borrower and BSD as of Closing Date in form and substance satisfactory to IBM Credit in its sole discretion;
(J) evidence satisfactory to IBM Credit that Loan Parties have paid any amounts necessary to IBM so that once the IBM Payment is made, pursuant to Section 2.3(B) upon the Closing Date, all accounts receivable owed to IBM by Daisytek and BSD ("IBM Liability") shall be indefeasibly paid in full;
(K) fully executed Supplement to Master Distributor Agreements in form and substance satisfactory to IBM Credit in its sole discretion and evidence that all payments required thereunder have been indefeasibly paid in full;
(L) copies of all approvals and consents from any Person, in each case in form and substance satisfactory to IBM Credit, which are required to enable Customer each Loan Party to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other AgreementsDocuments;
(EM) IBM Credit shall have received evidence satisfactory to it that (i) PFS shall have made or caused to be made an equity contribution to the Borrower in immediately available funds in an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000), (ii) IFP shall have made or caused to be made an equity contribution to the Borrower in immediately available funds in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) and (iii) PFS shall have made or caused to be made a loan to the Borrower in immediately available funds in an amount equal to Six Million Dollars ($6,000,000) and such loan shall be subordinated to the Obligations pursuant to the notes payable subordination agreement referred to in (G) below;
(N) notes payable subordination executed by PFS in favor of IBM Credit in form and substance satisfactory to IBM Credit in its sole discretion;
(O) Subordinated Demand Note executed by Borrower and endorsed payable to IBM Credit;
(P) collateralized guaranty executed by each of Holdings and PFS in favor of IBM Credit in form and substance satisfactory to IBM Credit in its sole discretion;
(Q) corporate guaranty executed by PFSweb in favor of IBM Credit in form and substance satisfactory to IBM Credit in its sole discretion;
(R) the pledge by Holdings of one hundred percent (100%) of the stock of its Domestic Subsidiaries and sixty-five percent (65%) of the stock of each of its Subsidiaries incorporated outside the USA (the "Holdings Stock Pledge Agreement") along with undated stock powers and stock certificates with respect to the shares of stock pledged in form and substance satisfactory to IBM Credit in its sole discretion;
(S) Borrower Stock Pledge Agreement executed by Borrower in form and substance satisfactory to IBM Credit in its sole discretion pursuant to which Borrower shall pledge the stock in BSD (Canada), Inc. and Supplies Distributors of Canada, Inc.;
(T) documentation satisfactory to IBM Credit in its sole discretion evidencing Borrower's right, title and interest to accounts receivable represented by invoices under the name of PFS;
(U) fully-executed Transaction Documents, satisfactory to IBM Credit in its sole discretion;
(V) evidence that Borrower is a wholly-owned Subsidiary of Holdings;
(W) delivery of a copy of the PFS Agreement which agreement shall be in form and substance satisfactory to IBM Credit in its sole discretion;
(X) acknowledgment executed by PFS pursuant to Section 9-313(C) of the U.C.C. which acknowledgment shall be in form and substance satisfactory to IBM Credit in its sole discretion;
(Y) a lockbox agreement executed by Customer Borrower and each Bank, in form and substance satisfactory to IBM Credit;
(FZ) a contingent blocked account agreement executed by Customer Borrower and each Bank in form and substance satisfactory to IBM Credit;
(GAA) intercreditor agreements IBM's consent to the Borrower assigning all of its right, title, and interest in and to the IBM Agreement as Collateral to secure the payment of all Obligations of Borrower to IBM Credit;
("Intercreditor Agreement"), BB) the Notice of Assignment as defined in Section 9.3(A)(ii) executed by PFS in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer as set forth Credit in Attachment Aits sole discretion;
(HCC) a favorable opinion absence of counsel for Customer any material adverse change in substantially the form of Attachment Iany Loan Party's or any Guarantor's condition (financial or otherwise), its operations, assets, income and/or prospects;
(IDD) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed by Customer each of Holdings, PFS and each guarantor whose guaranty the Borrower as necessary to IBM Credit is intended to be secured perfect the security interests contemplated by a pledge Section 4.1 of its assetsthis Agreement and contemplated under the collateralized guaranties;
(JEE) control or other agreements for all other deposit accounts, letter-of-credit rights, electronic chattel paper, inventory in the possession of third parties;
(FF) all securities and commodities accounts containing investment property described in Attachment B;
(GG) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B;
(HH) a certified copy of the organization chart of Loan Parties;
(II) IBM Credit shall have received evidence satisfactory to it that Supplies Distributors is a registered D.B.A. name of the Borrower; and
(KJJ) all such other statements, certificates, documents, instruments, financing statements, agreements and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
Appears in 1 contract
Samples: Inventory and Working Capital Financing Agreement (Pfsweb Inc)
Conditions Precedent to the Effectiveness of this Agreement. The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:
(A) this Agreement executed and delivered by Customer each Customer, PC Connection and IBM Credit;
; (B) a certificate of the secretary or an assistant secretary of Customers and PC Connection, substantially in the form and substance of Attachment G hereto, certifying that, among other items, (i) true and complete copies of the resolutions articles of incorporation, or corresponding organizational documents, as applicable, and by-laws of each Customer and PC Connection are delivered therewith, together with all amendments and addenda thereto as in effect on the date thereof, (ii) the resolution as stated in the certificate is a true, accurate and compared copy of the resolution adopted by each Customer’s and PC Connection’s Board of Directors of or, if any Customer certified is a limited liability company, by the secretary or assistant secretary of Customer such Customer’s authorized members, authorizing the execution, delivery and performance of this Agreement and each Other Agreement Document executed and delivered in connection herewith, and (iiiii) a certificate of the secretary or an assistant secretary of Customer, in form and substance satisfactory to IBM Credit, certifying the names and true signatures of the officers of each Customer and PC Connection authorized to sign this Agreement and the Other Agreements and (iii) copies of the articles of incorporation and by-laws of Customer certified by the secretary or assistant secretary of CustomerDocuments;
(CD) certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Customer and PC Connection in the jurisdiction of its organization and in each other jurisdiction where the ownership or lease of its property or the conduct of its business requires it to qualify to do business;
(DE) copies of all approvals and consents from any Person, Person in each case in form and substance satisfactory to IBM Credit, which are required to enable each Customer and PC Connection to authorize, or required in connection with, (a) the execution, delivery or performance of this Agreement and each of the Other AgreementsDocuments, and (b) the legality, validity, binding effect or enforceability of this Agreement and each of the Other Agreements;
(E) a lockbox agreement executed by Customer and each Bank, in form and substance satisfactory to IBM CreditDocuments;
(F) a contingent blocked account agreement executed by Customer and each Bank in form and substance satisfactory to IBM Credit;
(G) intercreditor agreements ("“Intercreditor Agreement"”), in form and substance satisfactory to IBM Credit, executed by each other secured creditor of Customer the Customers as set forth in Attachment A;
(H) a favorable opinion of counsel for Customer in substantially the form of Attachment I;
(IG) UCC-1 financing statements for each jurisdiction reasonably requested by IBM Credit executed executed, if requested by IBM Credit, by each Customer and each guarantor whose guaranty to IBM Credit is intended to be secured by a pledge of its assets;
(JH) the statements, certificates, documents, instruments, financing statements, agreements and information set forth in Attachment A and Attachment B; and
(KI) all such other statements, certificates, documents, instruments, financing statements, agreements agreements, records and other information with respect to the matters contemplated by this Agreement as IBM Credit shall have reasonably requested.
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